Spiderman Back in Black
by Cyclone Steve
Summary: A story set in an alternate universe, where young Peter Parker bonds with a symbiote of unknown orign. The symbiote is good, and due to the death of a loved one, helps him fight crime as Spiderman with the help of his girlfrind Gwen Stacy. COMPLETE!
1. Chapters 1 and 2

Spiderman

Back in Black

Chapter 1

Introductions

15-year-old Peter Parker was running for his life. He was running from Flash Thompson.

"I'm gonna get you Parker!" yelled the tall teenager. This boy was chasing a small, weaker looking boy with big glasses.

"I forgot to do your homework just this once!" yelled Peter. He then got tripped on his shoe and fell down. He looked up and saw Flash grinning.

"This is for getting me a C in Bio..." He said as he pulled his hand back to punch and…

"Stop it Flash!" yelled a tall, beautiful red-headed girl. "You have no right to pick on him, he's the only reason your still on the football team!"

"So what, that's what little bookworms are for isn't it?" he said with a sarcastic smile.

The girl smiled and pulled up to him saying seductively "right, those stupid nerds with there 4.00 GPA's"

Flash smiled and put his arms around her and said "So you finally came around huh?"

The girl then said to him "oh, by the way, I have a 4.00!" She then kicked him in the shin.

"Oh !" yelled Thompson as he fell back. He then got helped up by the fellow jocks, gave the girl a dirty look, and walked away.

The girl then walked up to Peter and helped him up with a smile. "You ok Pete?" she asked kindly.

"Yeah, I guess so. Thanks Mary Jane. God, I just hate that guy. Why does he think I'm so useless except to do his homework! I have my own AP Bio to do along with his remedial crap!"

"It's alright Pete; most people aren't like that, I mean, look at Harry and Gwen! Gwen is a cheerleader and super popular, and Harry's a really smart kid that fits in… She then saw Peter put his head down and she realized he had just made him feel worse.

"Pete, I didn't mean to insult; I just wanted to show you have great friends who care about you, and a cousin who is like your freaking clone!"

Mary Jane was talking about Peter's cousin Ben, who had the same name as their uncle.

"So, how is he related to you again?" asked Mary Jane.

Peter yawned. "His dad Henry was Aunt May's brother."

"So he was your mom's brother's son…

"Yeah" said Peter quickly as he cut her off. Peter didn't like to talk about his parents. They were CIA agents who had died in plane crash during operation desert storm. This accident was caused by a stupid mistake by the President, and Peter had been an avid Democrat ever since.

"When did Ben's dad die?"

"Same crash, Ben's mom died there too. That's why we both live with Uncle Ben and Aunt May.

"Well, enough on that topic, ready for the field trip to the crater today?" asked Mary Jane.

"There's a reason you're my best friend, and that's because you know exactly what I'm thinking!" Said Peter with his first smile of the day. _"I just wish we could be more than friends…" _Thought Peter to himself. Peter was excited though. An asteroid had landed in the outskirts of New York and his AP bio class was taking a trip to it.

_Well, at least the day couldn't get weirder…_ He said to himself.

Four hours later

"Harry wait come look at this crater!" Yelled Peter to his other best friend Harry Osborn.

"Sorry Pete, there's some cheerleaders over there that are calling my name!" The rich kid said while walking away. "I'll be right back!"

_Fine, I'll look at it myself_ Peter said to himself. As he walked to take a picture of the crater, his foot slipped, and he fell into the crater.

"Holy !" he yelled as he fell down. When he landed, he realized he was in a pile of black goo. He stood up, and batted himself off.

_Partner…_

"Who said that!" He yelled.

_We did_

Just then the goo expanded and completely covered Peter's body. Peter twisted and turned then the goo became solid and skin tight around his body, making him look like he was wearing a black body suit.

"Whoa"

Chapter 2

Power

"What the heck! Oh my gosh oh my gosh..."

"Calm down dude! I'm not gonna hurt ya. In fact, looking threw your memories, I think I'm gonna help."

"First of, whose saying all this to me?"

"I am. You know the slime that just entered your bloodstream."

"Say what?"

"Ok, I'm searching your brain for a way to explain this. Let's see… Ok, I'm an alien creature that needs a host to survive. The host and I and I form a symbiotic bond where I share the nutrients and minerals of the host to survive while a I grant the wearer some, uh, super-powers, yeah super-powers, that's the word."

"Uh, how come you're using the slang and stuff we humans use." Peter asked neverviosly.

"I'm part of you now, so I share the memory, knowledge, and some of the personality of the host. I grow more similar to you as time passes."

"Right, so let's hear some of those superpowers!" Said Peter, suddenly excited. "This could be the perfect way to get back at Flash!"

"Uh, the way it usually works is the host uses the power for good and fights evil and stuff."

"So you've had a host before?"

"Sort of."

"What do you mean sort of?"

"I have what you earthlings have, amnesia. I can remember how to work my powers and information and stuff, I just can't remember my past. Make sense?"

"Sort of. So, what about the powers?

"Well, first, as you've seen, I make this suit that you're wearing now. But, if you thin about any clothing outfit at all, the suit turns into it."

"No way. You have go to be kidding."

"Nope, go ahead, think about an outfit."

Peter then closed his eyes and thought about a red shirt with some jeans. When he opened his eyes and looked down, there they were.

"Holy crap that's cool. What else can the suit do?

"First, make the suit the way it was." Peter thought about it and he saw the jeans and shirt become black and combine to form the suit once again. "You could call this "default" mode, because this is the actual suit that has the other powers. First you have super strength and agility when in the suit. Go ahead and try it out. Try to jump out of this crater." Peter looked up and realized he was about fifteen feet down from the top.

"O.K, here it goes." He jumped and saw he cleared the hole by three feet, and fell back down. "That is so cool."

"Now try the super strength, jump out and punch the ground outside the crater." Peter did. He jumped out and walked about two feet away from the crater. He then punched the ground. It instantly fell into the earth and made the crater even bigger.

"That's sweet, I love this thing…" He then looked up and saw his bus ten feet away starting up. "Oh crap my bus!" he started to run towards it but the alien interrupted.

"You'll never check it that way. Quick, put your fist out towards it and imagine a thread connecting them."

"What!"

"Just do it!" Peter put his hand, clutched in a fist, and imagined a thread. Suddenly, a white rope like substance fell from his fist and attached to the bus.

"Now pull yourself towards the bus!" Peter did and he wet flying towards the bus until he almost hit the back. Peter then got a weird jolt and let go of the web right before he hit the bus. He ran towards the door and knocked on the door. The door opened and Dr. Connors, his AP biology teacher stood there. Dr. Connors was a tall man in a white lab coat with black, curly hair. He was missing his right arm, which was a casualty of the Persian Gulf War, in which he was a field surgeon.

"Where were you Parker, we were about to leave without you. Harry had been out there looking for you!"

"Sorry Dr. C, I guess I got carried away looking at the crater." Peter then went and sat down next to Harry and fell asleep.

"He opened his eyes to see a figure his size in the suit, except its head was a black mask with weird eyes and no mouth.(Spiderman eyes everyone.) Peter looked at the creature and said, "Where the heck am I."

"In your subconscious, this were we can talk face to face. Here I can tell you what else I can do, since it doesn't require an example.

Peter looked at him and said, "What's that mask you're wearing?"

"Oh, when you cover your face with the suit, this is what the eyes look like.

Speaking of eyes, right now I'm going through your body and eliminating any disease or defect, including your eyes."

Peter looked at him silently

"When I'm bonded with you, you can't get sick anymore and now you won't need glasses." He said while being annoyed.

"Sweet!" replied Peter, who at this point was ecstatic.

"That's it for the powers, but I'm not done yet, even though I'm totally awesome, I have weaknesses, like all creatures. First, fire and high-pitched sound waves and a no-no. If either of those things touches the suit, that part of the suit will retreat back in the bloodstream, and you'll be defenseless. But that's not the worst weakness."

"What is worse then being defenseless?"

"Your emotions are the biggest weakness, and the more were bonded, the more it affects us. Since I act of your emotions, if you're sad, then I'm sad, so the person we are, the Peter/suit will be affected. I know if you're extremely sad and in self-pity or guilt, the suit won't even activate. The other emotional status change is much worse though. It can be deadly to those around you."

"How! Said Peter as he was frightened"

" If were in an emotional state of hatred and vengeance, we both go unconscious. Not like this though, like really unconscious. Then something else takes over. I don't know what it is, but the last time it happened is the last thing I remember before bonding with you."

"What happened?"

"I woke up and there were about twenty people around me, bloody and dead. I had killed them all."

"Oh my God."

"That's why you have to keep your emotions in check alright!"

"Right, I'll make sure. Now I'd like to get some real sleep so we can try you out tomorrow…"


	2. Chapter 3

Chapter 3

Responsibility

Oscorp Industries

Norman Osborn walked down the hallway to the special projects area. Little did people know, this is wear Oscorp made most of its money, with weapons sold to the government. As he walked in the door, he saw a man about six-two with goggles on wearing a white science coat. The only strange thing about him was the four robotic arms coming out of his back.

"Hello Mr. Osborn, This is the new version of the mechanical arms I've been working on. See, they can stretch to sixteen feet out of the harness now!" The man showed him by stretching them all the way out to sixteen feet. "They also have the same capabilities as the last ones, super-strength, three strong finger-appendages, incredible flexibility…"

"Octavious I've seen the arms before! I want to know how the super-soldier formula is going!" Said Norman angrily.

"Sir, the formula is not going well. We can't start on human testing. When tested on mice, they mutated into an almost reptilian state, we cannot allow human testing!"

"Octavious, the army though the arms were useless! They wanted a super-soldier, and that is what I pay you for, not to play with your little toys! If I don't have a stage three formula by tonight, you're fired!"

"Yes, Mr. Osborn." said Octavious in a defeated tone. Norman then walked out of the room.

Meanwhile, at Peter's high school…

School had just gotten out, and Flash Thompson was walking down a hallway all by him self. Peter was behind a corner and saw this and whispered, "Ready?"

"Oh ya, try the one power I told you about today in study hall!" Peter thought and the suit appeared on him, even the mask he had seen in his sleep. He put his hands on the wall and began to climb up it. Eventually he reached the ceiling and began to climb towards Flash. When Flash stopped at his locker, Peter was directly above him.

"Ready for operation "Kick-Flash-""

"You know it" Peter then sane a thread to the back of Flash's back, and pulled him up.

Flash started to scream, "OMG put me down you freak!" Peter pulled close to him and started speaking menacingly

"I hear you like to make fun of people, huh Flash!"

"No, I, I never do that!"

"Really? That's different from what I saw you doing to Peter Parker today!"

"Parker? Parker's a special case, I've know him since we were little, it's just some, you know teasing, besides, he's got that chick Mary Jane to help him, don't know what she sees in him…

"Maybe because he's smart, not some dumb jock! Know, swear tome you'll never bother Parker again!"

"O.K.! I'll never bother Parker again! Just put me down!

"If you insist!" Peter then dropped Flash to the round as he rushed out of the school. "That felt good!" said Peter as he jumped down from the ceiling. His mask retracted so his face was showing.

"Right now that that's settled, let's discuss what you're going to do with these powers…" Just then Peter then got the same weird jolt and turned to see Gwen Stacy looking at him.

"Peter?"

Otto Octavious' house

Otto Octavious had come home for his lunch break when he saw his wife Ann packing her things.

"Ann, what the hell are you doing?"

"I'm leaving Otto. I can't be married to one of Norman Osborn's lap dogs. When I married you, I married a man who was doing everything he could for the good of the world using his talents as a scientist. He was strong and had a plan for his life to help the disabled and those with cancer! But look at you! You're a man making weapons for the government! You spend all your time with those tentacles. They started as a plan to help the disabled move again, but now they've become a weapon to kill people with! The man I loved is gone, I'm sorry Otto, but I have to go.

"Ann no! I can change! Please don't leave your all I have!" It was no use, Ann had left and Otto was alone. He walked over to his workbench wear he had an extra harness. "My life is gone, everything I had is gone! Except you my sweet invention, your all I have left…

At Peter's school

"Gwen this isn't what it looks like…"

"What happened to you?"

"It's a long story…" Peter than reversed the suit back to his school clothes. "When we went to the crater, I fell in it and into this slime…" Peter then retold the story to Gwen, ending with how he got revenge on Flash.

"Wow, Peter, this is incredible, you're like a super-hero now!"

"What do you mean?"

"Well, now you can help my dad catch all the criminals, God knows he can use the help, the police force has been down in numbers for a long time."

"Gwen, I think we both know I'm not cut out for this super-hero stuff!"

"Peter, you've been given a gift that can help mankind! You can't just be stubborn and not use it to help! It's your responsibility to use your gift!"

"Use what gift?"

Peter and Gwen both turned to see Peter's Cousin Ben walking towards them.

"It's like what Uncle Ben's always preaching to us. You know, with great power comes great responsibility.

"Ben, I really don't need Uncle Ben's crazy sayings right now." Said Peter, clearly annoyed.

"They're not crazy Peter!" shouted Ben, clearly insulted.

"Ben why don't you just go!"

"Fine Peter, but you know, you're just like the people that don't have responsibility, and they're the ones who always get hurt!" Ben then stormed off down the hallway.

"Why did you do that to Ben?" Said Gwen angrily, "He was only trying to help you!"

"Well, I don't his help or Uncle Ben's; I can handle this power my own way! I am so tired of Ben's constant hero worship of our uncle! He looked at Gwen and said, "Let's just go."

Osborn Industries

Otto Octavious was working on the formula with his harness while thinking about his life. He had known from a young age that he had a mental problem. It had never affected him though. He wondered if that was the problem, is it his mild personality disorder? He then heard a voice on the intercom.

"All personal scientists involved in the super-soldier project immediately come to the board room." It was a voice Otto had never heard before. It was menacing, yet high pitched.

"Well, this is it, goodbye Oscorp!" He said in a melancholy tone.

As he walked towards the board room, he didn't realize his harness was still on. He thought he smelled smoke inside the room. He quickly opened the door and saw a large blaze in the room. Suddenly, he heard a crackling laugh.

"HAHAHHAHAHAH"

Suddenly he felt a large jolt of electricity in his back and started to convulse. He then saw blackness and fell through a hole in the floor. …

A random New York Pizza joint

Gwen and Peter were sitting at a table sharing a sausage pizza. Peter looked down and said to Gwen. " I really fell bad now for what I did to Ben."

"Its alright, I'm sure he'll forgive you once you get home. So, who else have told about the alien?"

"Actually, you're the first person to find out about it. Congrats."

"Ooh, I feel so special! So, can the alien like, see and hear me right now?"

"Ya, he hears what I hear and sees what I see."

"Dude, Pete this is so weird with all your powers your like, the "Amazing Spiderman!"

"Gwen, that is the single stupidest thing I've heard all day." He said jokingly.

"Right, like you had a better idea about what to call yourself! Anyways, the reason I was looking for you today is because I have something to ask you."

"What's that?"

"My dad, you know, George Stacy, captain of the NYPD? He is in the NY parade tomorrow, and he has two seats on his float, and I was thinking you could come with me."

"Is Gwen Stacy, cheerleader, asking Peter Parker on a date!" said Peter in disbelief.

"I Am." responded Gwen. You've always been my friend since grade school, so why not."

"Well, if you insist, I'll go." Said Peter with a fake sigh.

"Great, meet me at…"

A gunshot rang through the air as a thief raced past Peter and Gwen's table.

"Peter, go get him! You can't just let him get away!"

"Gwen, I can't just change into my suit right here!"

The thief then turned the corner and was gone to Peter and Gwen's sight.

"Go get him; I'll meet you at you Aunt and Uncles!"

"I'm going!" Peter than ran after the thief. When he was sure no one was looking, he changed into his suit and followed the thief. Peter was gaining, and the thief saw him.

"What the hell are you!" shouted the thief in disbelief.

When the thief turned the corner into an alley, Peter heard a curse and a gunshot. When he turned the corner, he saw Ben shot and in a pool of blood and the thief with a gun in his hand.

"Ben!" shouted Peter as his mask retracted and Ben saw his face. "Ben, I'm so sorry for before please stay with me!"

"It's, ok, Pete. Remember, remember, with great power comes, comes great…" and then Ben was dead. Peter looked at the thief.

"I am gonna tear you limb from limb!" He got up with a look of terror in his eyes and realized, "If, if I had been quicker, Ben would still, still be alive. Then slowly, the suit retracted into him, and he was on his knees again. The thief toke advantage of this and hit Peter with his gun, and he was gone. About a minute later, a policeman ran into the alley and asked Peter what had happened.

"A thief, he stole some money, and he killed my cousin..."

"Its ok son, it's ok.

The officer than drove Peter home and he saw his aunt and uncle crying, with Gwen and her father there as well. Captain Stacy came up to him and Peter asked him, "Who was the officer that came and helped me, I'd like to tank him. He's Officer F. Comet. You can meet him at the parade next week, I think going will help, I know how it is to lose a loved one."

Oscorp, secret basement

Otto came to, but felt different, more powerful. He felt for his back and tried to unhook his harness, but I wouldn't come off.

"No! What's happened to me?" One of Otto's tentacles moved towards him and heard it say, "You've become a more powerful man. We are now one. We are all you have left.

"Yes, now we are one!"

"But Otto, there is a little errand we must run. I one week, the NY parade is to occur. We must go there and kill a man who has been snooping a little too much into our plans. We must go and kill him, to keep us together."

"Yes, we must stay together. Who must we destroy?"

"Captain George Stacy."

In a secret room above Octavious, a man was at a control station which monitored the tentacles. Here he controlled them and made them "talk to Octavious." Otto had clearly lost his mind due to the electric current, just as planned. Yes, everything was going according to plan…

"HAHAHAHHAHA"


	3. Chapter 4

Chapter 4

Trial by Fire

It had been week since Ben's death. Uncle Ben and Aunt May had tried to convince him it wasn't his fault, but he knew it was. He could have stopped that thief, but instead he was just to irresponsible and lazy…

"Peter! Gwen is here!" yelled Aunt May up the stairs. She was worried about her nephew. She knew it wasn't his fault Ben died, the man had a gun, and there was no way Peter could have stopped him. She just had to convince Peter it wasn't his fault. As Peter came down the stairs, May looked at him with a smile and said, "Have a good time dear."

Peter's uncle Ben then came out of the kitchen. "Have a good time son, and be back before 10" he said with a mischievous look in his eye.

"I will Uncle Ben, see you later. Bye Aunt May!" Peter said as he walked out the door and saw Gwen. As they left, May motioned to Ben and said,

"It's good to see him getting out again."

"Especially with such a pretty girl." Said Ben with a laugh.

"Ben Parker sometimes I think you're the one in high school!" said May said May incredulously.

"Don't worry May, you were prettier than her then too." said Ben with a joking smile.

Two hours later

Peter and Gwen were sitting on the float watching Gwen's dad stand and wave at the thousands of people that showed up. They were Times Square, and he could see many famous landmarks. As he looked around with a smile on his face, Gwen turned to him.

"I told you that this would be good for you." she said with a smile. "So, have you, um, used the suit since that night?" This she asked cautiously.

"The other day I tried it on to make sure it worked, so I can still access it, it's just a matter if I chose to…"

Peter then felt a huge sensation and instinctively dived and pushed Gwen and her dad to the ground. Suddenly, a large car flew over were they were just standing. Peter than heard screaming. He looked up and saw a man with four robotic tentacles coming out of his back. The man yelled over the crowd,

"No one gets hurt if you give me George Stacy!" He looked around and saw the float they were on. Captain Stacy yelled at Peter, "Get my daughter out of her now!"

Peter nodded and grabbed Gwen, who was screaming, and ran to an alley.

Gwen started to yell at him "Take me back I have to save my dad!"

Peter looked at her and said in a strong voice, "I was slow last time, but its not going to happen again!" At that moment the suit came over his body and he said to Gwen, "I'll get your dad, you get to safety!" Peter then jumped out of the alley towards the fight…

Otto saw Stacy and started towards him. A few policemen started shooting at him, so two of his tentacles grabbed a taxi and threw it at them. Two of them ran, but one slipped, and just as the car was about to hit him, Peter swung in and grabbed him before contact. A little card slipped out of the man's belt, and Peter grabbed it. He looked at it and it had a weird picture that said, "Dark Patrician", he handed it back.

"Thanks, my son gave it to me so I'd be safe, I guess it works!" the policemen than ran off.

"Get Captain Stacy out of here! yelled Peter. The cop nodded and took the captain away with the crowds. Peter turned towards Otto.

Otto yelled in rage, "Get out of my way, all I want to do is kill George Stacy!"

Peter replied, "Yah, about that, how bout no?" he then leaped at Otto and tried to kick him. His kick was intercepted by one of Otto's tentacles, and it threw Peter into a building.

"Damn that hurt" he yelled. Otto then grabbed another taxi with his tentacles and threw it at Peter. Peter sensed it coming and leaped over it, and suddenly held down the two fingers closest to his pinkie. Out of his wrist shot a snowball sized web that hit Otto right in the face and pushed him back. Peter then leaped towards Otto and punched him in the stomach. Otto wasn't ready this time, so he was knocked threw a float and out the other side.

"Gotcha that time Doc!" yelled Peter, insulting Otto's lab coat. "Hey that's great, I'll call you doc ock! Peter's gloating was interrupted by a tentacle grabbing him and throwing him into the jumbo screen that was one of time squares landmarks. As he hit the screen, it cracked and started to shoot out sparks. As Peter fell from the screen he sent a thread and swung into the sky and landed in front of Ock.

"Seriously man, I'm not going to let you hurt anyone!" said Peter gallantly.

"Your funeral, literally!" replied an enraged Ock. As he sent his tentacles at Peter, Peter's super sense kicked in. "He leaped towards Ock, and felt a sensation, so he dodged by turned his body sideways, and one tentacle went by. He then curled into a ball, two more passed, he then jumped off the final one and drop-kicked Ock across time square.

Ock looked at Peter amazed, "How did you dodge all my tentacles! No, I can't be defeated, I won't!" He then took two of his tentacles and grabbed a lamppost and threw it at Peter. Peter dodged it by leaping over it, but them Ock's four tentacles grabbed his arms and legs.

"Have a clever comeback for this!" yelled Ock with an evil smile on his lips.

"I'll have to get back to you on that." said Peter, out of ideas. He looked at Ock and realized that this is the end…

Suddenly a metal bar hit one on Ock's tentacles that was holding Peter's right arm. It loosened its grip just enough to let Peter pull his arm out of its grasp.

"Yes!" screamed Peter. He then used his free arm to smash the tentacle holding his other arm. Ock's arm buckled and he freed his arm. He then did the same to both leg tentacles and freed himself.

Ock turned while this was happening to see that a blonde headed girl had thrown the bar. "AH!" he yelled in pain as Peter freed himself. Peter then kicked Ock in the head to wear the old lamppost had been. A small electric spark hit him and his arms fell to the ground. Then after a few seconds, they returned to their upright positions.

Peter took advantage of this pause and punched Ock in the chin. He flew back but his tentacles grabbed a building to stop his fall.

Neither Peter nor Ock had realized at this point that camera crews had arrived at the scene and were tapping and commenting on all that was happening.

Peter thought about what had just happened. "Ock's tentacles must react to electricity! But wear can I find a source big enough to completely deactivate them. He then looked up and saw the jumbo screen. "Of course! Now to get him up there."

Ock then sent his tentacles at Peter, which Peter effectively dodged, then used his threads to web all the tentacles together! As Ock struggled to break free, Peter grabbed him and threw him towards the screen. At this point Ock freed himself, but it was too late. Right as his arms broke Peter's threads; Peter kicked him full-force in the stomach with both legs and sent him flying into the screen.

"AHH!" screamed as he writhed in pain as the electric currents were sent through his body. He then fell with his tentacles deactivated and Peter caught him on the way down as the Police arrived…

Parker house

Channel 13 news

Blonde-headed news reported was talking on TV as Ben and Mary Parker were watching.

"After a large battle here at the NY parade, a strange new hero has emerged as the cities defender. And we have the exclusive interview! Here he is!"

"So, why did you step in to save Captain Stacy Mr. hero!"

Peter took a deep breath and said solemnly, "When I first got these powers, I thought I could use them to get what I wanted in life, never be pushed around again. But a week ago, because I was selfish about my powers, one of the people I loved the most in this world died. I wasn't going to let that happen again.

The reporter nodded and said, "So, if we ever need you again, what do we call you?"

Peter though to himself _Oh crap what do I call myself!_ "Uh, im the, uh… He then looked at Gwen and she smiled triumphantly, as she knew he had to cave. He then nodded to her and said, "I'm the amazing Spiderman!" And that moment, a white spider appeared on the chest of his costume. _You can thank me later._ He heard a voice say, and with that he leaped in the air and swung away…

May turned off the TV. "I think this Spiderman is going to be trouble!" said May.

"I think he's here to help." Said Ben." _Keep making your cousin proud Peter…_he thought to himself.

Oscorp basement

The man was staring at a monitor, and then slammed his arm onto the table beneath him. It snapped in two. "This Spiderman may cause problems in the future of my plan, but I think I have just the man to take him out… HAHAHAHHAHAHHAAH


	4. Chapter 5

Chapter 5

Prelude to Sting

It had been a week since Spiderman's battle with Octavious. Now Peter had an even more difficult challenge than battling any supervillian: finding a job. His skills were his amazing scientific prowess and his great photography skills. The latter was the reason he was in J. Jonah Jameson's office, listening to a long rant about how bad Spiderman was. This of course was very awkward for Peter since he was Spiderman. He interrupted Jameson.

"Uh, Mr. Jameson, why do you hate Spiderman again?" asked Peter sheepishly."

"Haven't you been listening Parker! He's a public vigilante, trying to steal the spotlight from the real heroes of the world like the policemen, the firefighters, and the astronauts, like my son, who is on the moon right now! Oh, and that webslinger destroyed the jumbo screen I paid to sponsor the day before the parade, but that's not the real reason…

_"I hate this guy…" _moaned Parker to himself.

"Are you listening Parker!" roared Jameson. Peter looked up and responded,

"Yes Mr. Jameson sir!"

Jameson softened his voice a little. "So, didn't your cousin die a few weeks ago?" Peter looked up at him somberly.

"Yah, he did." said Peter.

"Are your grades good?" said Jameson

"Four point eight sir." replied Peter.

"You got the job. Get me pictures of that menace Spiderman and I'll give you a bundle! He yelled as Peter left the room. When Peter was out in the hall, a young, pretty brunette came up to him and gave twenty dollars.

"Signing bonus." she said kindly. "What's your name? She asked next.

"Peter, Peter Parker." Replied Peter with a smile on his face.

"Nice to meet you, I'm Betty Brant." said the girl. "I'll see you later!" yelled the girl as Peter got in the elevator.

"Ya, I'll see you soon." he said.

The next day, Midtown high

"So, are we on for Friday night?" asked Gwen to Peter, who was at his locker.

"As long as there aren't any "disturbances" like last time." Responded Peter, remembering when he had to bail on Gwen when a robber was holding up an ATM.

"Uh, sometimes I regret forcing you into the superhero lifestyle." said Gwen sourly.

"I know, but it but it was the right thing to." he said as he kissed her.

"Yeah, at least I get something back!" said Gwen jokingly.

The Osborn Mansion

"So, you're going out with Gwen Stacy then huh, I'm so proud." said Harry.

"You're hilarious Harry." said Peter dryly. "Who are you with nowadays?"

"Liz Allen, from our computer class. Look at us, a pair that are suckers for blondes!" At this time, Norman Osborn walked in the room.

"Hi Mr. Osborn." said Peter to the millionaire.

"Hi dad." Harry said at the same time.

"Hello Peter, how are you?" said the man kindly.

"Oh I'm good, just got a new job." responded Peter.

"Were would that be?" inquired Norman.

"I'm now officially a photographer for the daily bugle. The only problem is that I hate Jameson." admitted Peter.

Norman laughed and answered, "Not many people like old man Jameson." He then turned to Harry "So what's this I hear about you two having new girlfriends?

Harry turned to him and said, "It's nothing dad. Peter's just going out with Gwen Stacy, cheerleader" said Harry sarcastically.

Norman's brow darkened. Harry looked at him and said, "What's wrong dad?

Norman snapped his head and answered, "Oh, its nothing, Gwen's father and I haven't been on the best of terms lately." And with that he left.

"That was kind of weird." Said Peter to Harry.

"Oh, dad's just been under a lot of stress lately since Gwen's dad tried to open a case that he was selling illegal weapons, which of course is wrong. And now he's under a lot of heat since that crazy guy Octavious was his employee." said Harry knowingly.

"Is that so." said Peter suspiciously. He then pretended to look at the clock. "Oh crap I got to go to Luigi's and meet Gwen!" he then ran out the door.

"Even though he finally got a girlfriend, he's still Peter." said Harry to himself.

Luigi's Pizza

Peter and Gwen were sitting at a table in an Italian style pizzeria while Peter told Gwen what he had heard at Harry's.

"It's true my dad tried to file a case, but we had a mole that had told us that the weapons were being made. But this is the weird thing. The only other person working in that lab with this guy: Otto Octavious, the guy who you fought the other guy. Turns out the guy was supposedly a weak little cog in the machine. I find it hard to believe that a calm Harvard grad is suddenly going to go AWOL with four mechanical tentacles without being pushed into It." replied Gwen.

"That is strange; in fact, it makes no sense what so ever. Have the police tried to talk to Octavious yet?" asked Peter.

"That's the thing, since you knocked him into the jumbo screen he's been in a catatonic state." replied Gwen.

Peter looked at her with his jaw dropped

"Oh it's not your fault, he seemed to have suffered a massive electric shock, more powerful that the one you gave him before he actually fought you. He also sustained massive brain trauma." Replied Gwen quickly.

Peter pounded his stomach. "Thank God I about suffered a heart attack." He then heard a loud scream from outside the restaurant. He looked and saw a teenager outside with a older man with two weird guns pointed at him.

Peter looked a Gwen, "Well, duty calls." He said to her. He then ran out the back of the building. Gwen sighed.

"I don't know why I even bother…" she looked up suddenly. "Check Please!"

Herman Schultz was holding up a teenager outside a restaurant with his new vibration guns he stolen from Oscorp. "Give me your money kid!" he yelled. The boy pulled out his wallet and Herman quickly toke it from him. He looked through it and saw the boy went to Midtown High and his name was Ben K. He then turned to run and saw Spiderman.

Peter looked at the man and said, "You know, I get the feeling that wallet isn't yours!" He the jumped at the man and kicked him down the sidewalk. The man got up and said back to him, "You can't beat the Shocker!"

Peter started to laugh at the man. "The Shocker! Is that the best you could come up with?"

Herman looked at Spiderman in disbelief. "You think you're so tough! Well, try this on for size! Herman than unleashed a huge wave of vibrating energy at Spiderman, which knocked him back a little. When the blast ended, Herman yelled, "Had enough yet!"

Peter just stood there and responded, "Actually, that was quite relaxing to tell you the truth. You should open a spa with a sauna and pie… Oh wait I need to kick you and send you to jail first." Peter than preceded to kick the crap out of Herman. He punched him in the face first, sending him flying. He then leaped over his gliding body and kicked him strait up words. He then webbed him up and called the police. At this point he went back inside and took Gwen home and went to sleep…

Secret Oscorp basement

Mac Gargan walked into the room to find a giant screen. The screen then turned on.

"You are probably wondering why I took you off the street and brought you here, right?"

Gargan spoke up, "Yeah, what do you want with a common crook like me? The last job I did was waste a kid outside a pizza place."

"Is it true you saw Spiderman there?" responded the man in the screen.

"Yeah" answered Gargan.

"Here's the deal. I'm going to outfit you with the most up-to-date weapons in a new battle suit. I'm going to make you one of the most powerful men alive. You won't just be a common crook anymore. You will be a powerful assassin." Offered the man in the screen.

"Sounds too good to be true. What do I have to do for this power?" Said Gargan incredulously.

"Kill Spiderman." said the man.

"Done."


	5. Chapter 6

Chapter 6

Return

Isabel Huff was having a regular day at the office, except for the fact the bank she was working at was being robbed by armed robbers.

"Put all of the money in the bag now!" said the thug with a gun in her face. "Now!" he added angrily.

The girl started to put the money in the bag and saw the security guard was on the ground, bleeding. The girl started to cry. The security guard was a nice man named Joe who had had this same job for thirty years. The then hit her with his gun. She fell to the ground.

"If you won't get the money, I will!" he then started to take the money out of the safe and put in the bag. Just then he heard a loud crash. He turned to see Spiderman swing through the window on his web. He landed in the bank and turned to the man.

"I'd put down the money now so you know, don't get the crap beat out of you by maw." He then sent a web ball at one of the six thugs and knocked him to the ground. He then leaped at another and kicked him across the bank. He didn't get up. He was still breathing though. "I think that's gonna hurt more tomorrow than it does today." responded Peter. The remaining four thugs ran out the door of the bank. Peter motioned to the bank officials, "I'll be back." He said as he ran out the door.

As the thugs ran, they saw Spiderman swinging forward on his web until he was directly above the thugs. He then let go of his web and webbed up another thug as he landed. As this happened, three policemen and Captain Stacy ran out of the bank and grabbed the man. They also had the other two men.

"He's a big help to the force!" said one of the policemen to Capt. Stacy.

"Damn right!" laughed Capt. Stacy.

At this point the three remaining thugs were running down the street, Spiderman leaped at them and landed a punch on another thug. The kid went flying and left Spiderman within two feet of each of the remaining two. HE then roadhouse kicked another kid and launched him.

"Chuck Norris would be so proud…" said Spiderman sarcastically. This left Spiderman alone with the last thug. The teen backed away and remarked, "Stay away you freak…"

Spiderman put his hands to his chest and said, "Me, a freak! Never!" he then kicked the thug across the street and into a lamppost. Captain Stacy then ran up to Peter.

"Good work." said Captain Stacy, clearly impressed.

"No prob, just doing a days work." He then swung up into the sunlight.

"He's so weird." Said Captain Stacy. "Kinda like that Peter Parker Gwen's dating." Then he walked away.

Meanwhile, Gwen was at one of the fanciest restaurants in New York at that moment. Alone. Peter then walked in wearing a suit. "Sorry I'm late." He replied.

"While you were off I ordered the most expensive thing on the menu." She said snobbishly. Peter looked on the menu. He then looked at Gwen.

"You truly are the most cruel women alive on this earth." He said with his head down.

"That's what you get for bailing on me when were at the most fancy restaurant in New York!" she replied.

"I said I was sorry! Why in the world would you order lobster with a crème sauce and rice platter!"

Gwen motioned to the menu. "Actually, you're a row off, I ordered THAT." She said with emphasis.

Peter's eyes widened. He looked at Gwen. "How… the Bugle doesn't pay me that in a year… You evil witch…"

Gwen started to have a guilty look in her eyes. "Uh, I also ordered something to drink… I guess they thought I looked 21, so uh…" Just then a giant Pina Colada was delivered to the table. Then the waiter left. Peter grabbed his heart.

"O.k., uh, I think we'd better go. Why don't we go to the bathroom Gwen?" Peter said with a wink.

"But I don't have to go…" Peter than grabbed her and pulled her away. Near the bathroom, Peter opened a window and had his suit appear.

"What are we doing!" yelled Gwen as Peter swung her on his web out the window.

"There is no way on earth that I'm going to pay that much for food." Said Peter as he swung home…

Oscorp basement

Out of the shadows walked Mac Gargan, fully equipped in his new battle suit, codenamed Scorpion. The suit was all metallic green and had his face completely covered except his mouth. On his fingers were blades that were three inches long for climbing and battle. The most prominent feature of the suit was the ten-foot tail that was coming out of his back. It was made from the technology Octavious had developed, but was green and had a four inch blade coming out of the top. The giant screen turned on and Gargan heard the man's voice.

"You have learned to master your new weapons, now go fulfill your mission."

Gargan smiled, amused. "What if I just leave and decide to keep this armor of mine?" he said with a smile.

"That's not going to happen." said the man with a threat in his voice. Just then the suit started to have an electric current run through it and Gargan started to convulse. "I have a feeling you'll do what I say… HAHAHAHAHAH"

The next day-central park

Gwen and Peter had decided to spend the day together in Central Park that Saturday, and Peter couldn't have been happier. It was about two when Peter sat down on a bench and started to talk to Gwen.

"I'm really sorry about last night Gwen. I had to help your dad stop those crooks." said Peter with sorrow in his voice.

"It's all right; I guess I just got carried away with it all. I'm sorry too. I am the one after all that forced you into the superhero life. She responded with acceptance.

Peter looked at her and realized that she had forgiven him. He then turned over and kissed her. She returned it and then they stopped.

"Well, for a first kiss that ranks up there doesn't it?" He said on cloud nine.

"That was your first kiss?" said Gwen with some detectable awe in her voice.

"Well, ya it was actually." He said with honesty. She looked with him and smiled sarcastically.

"You loser! I can't believe it took you this long to have your first kiss!" she said with laughter. Peter looked at her incredulously.

"Do you just not like have a soul or did you sell it or something?" he asked with fake anger.

"You tell me." She said as she kissed him again, longer this time. As they were about to stop, Peter's precognition kicked in. He jumped with Gwen in his arms as a green tail crashed through the bench they were sitting in. Peter looked up and saw a menacing figure scream, "Wear is Spiderman!" Gwen looked at him.

"What are you waiting for? Go get him!" she screamed as he put her down. He then activated his suit and leaped towards the man in the green suit…

The man in the screen watched through the cameras in Gargan's suit to see if Spiderman would come. He was sure he would, it was just a matter of when. He then saw the black figure swing towards Gargan.

"and so it begins…" said the man mysteriously.

Peter saw the man and threw a powerful punch at him, only for him to be knocked backwards by Gargan's tail.

"Damn!" he yelled as he hit a tree. The man then turned to him and said.

"So we meet again wall-crawler." This was said with a large amount of sarcasm.

"Sorry, but I think I would remember someone like you if I meet you. You just seem like the type someone wouldn't forget… He was interrupted by being thrown against a wall by the tail. The man in green ran up then and threw a punch at Peter. Peter felt it coming and dodged. He leaped up but his shoulder was then impaled by the tail.

"Ah!" screamed Peter in pain as he was flung across the park. He landed with a thud and turned over. He looked at his injured shoulder. There was blood all over it. He felt something and jumped up and dodged the incoming tail. He landed across the way from the man. "Who are you!" he yelled in a voice mixed with pain and fury.

"I'm the Scorpion. I'm here to kill you web-slinger." He said calmly yet sinisterly. He started to walk towards him slowly; tail rose above him with its blade shining with the reflection of the sun.

Peter realized he was in trouble. He could barely move his shoulder of arm and he got up slowly. He looked around and saw many innocent bystanders. He realized he couldn't fight or they could get hurt. He did the only thing he could in this situation. It was the thing the guidance counselors told him to do. Talk things out. He yelled to the Scorpion:

"I won't fight you here. There are too many innocents. I will fight you if we go to somewhere with less people. It can be today and everything. Just let's us move to an abandoned place.

Gargan looked at Peter hard. "That was quite a speech. It takes a lot of maturity to call a fight off." He then started to laugh hysterically. "You loser! You sound like one of the stupid counselors back from high school! Ha ha!"

Peter lowered his head in disgust. "I knew all those guidance people were hacks…" his mental complaining was cut short by a scream. He looked over at Scorpion who had Gwen in his tail. Scorpion then raced towards the city. "S!" Yelled Peter as he raced after him, shoulder aching.

Gargan was walking towards Spiderman when his tail activated and grabbed a blonde-headed girl. The headset he was wearing echoed the man's voice in his ear. "We shall kill Spiderman in a crowded space. All the news stations will be there use the girl as bait. Gargan nodded his head and started towards New York's skyline...

Oscorp Basement

The man tapped his fingers together patiently. "Soon we will see who is the victor Spiderman, Me or you. HAHAHAHAHHA"


	6. Chapter 7

Chapter 7

Face-off

"How could I have been so stupid!" yelled Peter at himself. "I should have made sure she was safe before I ran off and played hero!" with that comment and an excruciating pain in his shoulder, he ran off to face Scorpion.

Gargan was running through the city with the blonde screaming in his ear. He leaped up onto a building and activated his claws. On each finger a long claw was deployed and he crawled up a building till he reached the top. He turned to see Spiderman swinging towards him.

Peter saw Scorpion climb up and building and threw Gwen against a wall. He made a "bring it on" gesture to Peter. Peter swung closer and Scorpion jumped at him. He jumped off his web and prepared to intercept Scorpion.

Captain Stacy saw all this take place and looked at his officers with there guns at ready. He motioned for them to put them down. "My daughters up there men. We have to put our faith in Spiderman now." He saw them drop there guns. As the two super-powers leaped towards each other, he said quietly to himself, "This is gonna be big…"

Peter threw a punch at Scorpion, only for him to dodge and slam Peter with his tail into a building. As he hit the building with a thud, He saw Gargan about to punch him full force. He dodged and saw the madman create a giant crater in the building where his fist had hit it. As he fell down the side of the building, he shot a web and propelled himself to another skyscraper. As he looked back he saw the Scorpion being held up with his tail holding him while the tail's blade was wedged in the building.

"Come on Spiderman, can't you do better than that?" The madman grinned, then made his move. He disengaged his tail and before Spiderman could react he grabbed him and they fell.

Spiderman's super-sense was too late to realize what was happening. He felt the sense and before he could react he was grabbed by Scorpion. As they fell Peter continued to struggle, but couldn't break free of Gargan's grip. "Damn, let me go!" he yelled as he was falling. As he was getting closer to the ground, he managed to get his hands to point at Gargan's face. He then shot out many web balls that pelted Scorpion's face. He then let go of Peter just in time for him to shoot two web lines to propel him to safety.

As Peter freed himself from Gargan, Gargan used his tail to fling him as high as Spiderman to also save himself from the fall. As he landed on the building across from Spiderman, he leaped towards him. Spiderman looked at him and tried to dodge but to no avail. Gargan used his right claw to grab Spiderman's throat and it started to bleed as he pushed it to the ground. Peter than started to squirm. He then kicked Gargan in the chest and he let go of Spiderman.

As Spiderman leaped up back onto his feet, he felt the blood flow from his neck, and his shoulder ached again. As he clutched it, he felt a huge burst of pain in his chest and screamed in pain.

As Gargan saw Spiderman grab his shoulder, he used his tail to slash a huge gash threw the Spider-symbol on Spiderman's chest. Peter than screamed in pain. Gargan then used his tail to slap Spiderman off the building. As he fell Gargan jumped after him.

While Peter was falling he sent web strands to catch himself. But then he saw Scorpion with his claws out. As the web strands went up, Gargan used his claws to slash through them before they attached to anything. Peter realized he wouldn't save himself with webs, so he grabbed the building in front of him; a building with windows made of complete mirror glass, and stopped his fall.

Gargan saw Spiderman land, so he swung his tail at the web slinger. Spiderman immediately looked at him while his tail was in motion, and he jumped off the building right as his tail connected and thousands small pieces of glass went flying everywhere. He pulled himself above the glass with his tail and watched Spiderman in action.

Peter's sense was in full tingle as he landed and he jumped off to hear a huge crash and see a thousand pieces of glass coming right at him. "Oh crap he said before the shards got to him. He then let his senses guide him. He immediately curled into a ball as glass soared above him. He sent a web to try and avoid the rest of the glass, and he succeeded mostly. Most of it missed him, but a few pieces nailed him right in the back. "Ahh!" he screamed in pain. He let go of his web and hit himself against a wall as he fell down four stories and hit the ground. Scorpion lowered himself to the ground and started to slowly walk towards the teen, cringing in pain.

"Well Spiderman, looks like this is the end." said Gargan cockily as he continued to walk. Peter looked up and tried to move out of the way, put found he was paralyzed in pain. Peter then heard a yell from above.

"Spiderman you have to move, go move, do something!" He looked up and saw Gwen screaming this at him. "I love you Peter, move." She said finally as she fell to her knees. Peter looked and saw Gargan continuing to move towards him, blade raised for the kill. Peter looked around and saw a young boy holding on to his dad in fear of the madman. Peter than realized what must happen. He miraculously rose to his feet.

"Well, looks like Spiderman has a little more fight in him after all, I may have some fun today after all." said Gargan with a laugh. Peter tried to send out a web, but he realized he was so weak he could barely bend the two fingers that were necessary to do so. He closed his hands into fists and looked to down to see the blood flowing from his chest wound. He then leaped at Gargan.

Gargan saw Spiderman jump at him and he swatted his tail in defense. Peter grabbed the tail and pushed it aside with a newfound strength and punched Gargan strait in the jaw. Gargan flew back in surprise and pain.

"You caught me off guard Spiderman, it won't happen again." said Gargan with anger in his voice. But Peter was on him just as he finished those words with a powerful kick in the stomach. Gargan flew back again put stopped his fall with his tail. When Spiderman came at Gargan a third time, he was ready. He flung his tail at Spiderman and knocked him backwards. As he hit the base of a building with a thud, Gargan ran at his, tail poised for combat.

Peter felt Gargan coming as he hit the building, and he rolled out of the way of the incoming tail. As the weapon went through the air, Spiderman grabbed it. He tried to swing it around, but the tail proved stronger than him in his weakened state. It sent Spiderman reeling into a construction building.

Gargan chased Peter as he was sent into the construction site. He hit a board and fell down on the floor. Gargan grabbed the teen's neck with his claws out, so that they pierced Peter's skin.

"You know Spiderman, there's something I'd like to show you before you die. You asked earlier how we had met before. Well, I was one of the first people to see you in your freak costume." Gargan's mask retracted, showing his uncovered face. It was the face of the man that had killed Peter's cousin Ben.

"Yah, I'm the guy that killed that kid that flustered you that day. If it had been the cops, I'd be in prison. But you let me go, so I was free to get this armor and kill you."

Peter was staring at the wall with a few control panels on them. Here was the man that killed his cousin, and he was gonna kill him to. Then he looked above the Scorpion and saw a large blade used to cut wood in half. He looked back at the panel and with his free hand, sent out a web ball. It hit a button and the blade fell and severed Scorpion's tail into two pieces, the one with the blade and the one attached to Scorpion's back. The Scorpion screamed in agony.

"AHHH!" screamed the criminal. He dropped Peter and fell to his knees. Peter then roundhouse kicked him out the window. Peter ran out of the building and saw Gargan on the ground. He ran out and punched him in the stomach. Gargan stood up shakily. "Stop it, please, I beg you…" Peter ran up, grabbed him in the collar and chucked him across the street. Captain Stacy ran up beside him and grabbed him on the shoulder.

"Kid, stop, don't do something you'll regret later. Please, stop, for your own good." Peter then fell to the ground. As Police gathered around Gargan, Peter stood up again.

"Captain, I need to go find out who Scorpion is working, working for…" Peter then fell down unconscious on the ground. Gwen, who had been coming down from her building the entire time the fight was going on. She rushed to Peter's side and covered his face. "I will take him to the hospital daddy, just let me do it." Captain Stacy nodded in agreement. Gwen rushed Peter away towards the hospital…

Oscorp Basement

The man from the screen looked at the screen with immense concentration. "It clearly seems I have a worthy opponent in Spiderman. There is one more man that Spiderman needs to face to prove himself. Then my plan can come into fruition. The man then stood up, opened a door and walked out towards the light…

The hospital

Uncle Ben, Aunt May, Gwen, Harry, Mr. Osborn, Mary Jane and Dr. Kafka were gathered around Peter's bed while he was hooked up to an IV.

"Now tell me what happened again Gwen." said Dr. Kafka in a gentle voice. Gwen looked at her and responded.

"Peter and I were walking in Central Park when this Scorpion guy attacked. Peter was slashed by the tail when we were the park, then I was kidnapped. Later, I saw him get hit by the falling glass." She said all this on the verge of tears.

"Dr. Kafka, could I get some time alone with Gwen?" asked Uncle Ben.

"Yes, that would be fine, please follow me all." Dr. Kafka motioned for the others to follow her, which they did. When they were gone, Ben said in a quiet voice, "How bad did he really get hurt with his Spider-powers?" Gwen looked at Ben in a look equally amazed and frightened.

"Don't ask how I know because I'm not going to answer. Just answer the question." said Ben in a kind but commanding voice. Gwen then told him the story from the beginning…

Under Oscorp

The man that had been planning Scorpions attack stood up angrily and walked towards the door. As he did he stopped at a closet and opened it to reveal a grotesque costume. "Time to take matters into my own hands… HAHAHAHAHAHAHAHAh"


	7. Chapter 8

Chapter 8

Reckoning (Part 1 of 3)

Peter had been out of his hospital room for nearly three weeks now, and had most of his strength back. He could access his powers again. He had gone back to school and was doing well, and his relationship with Gwen never was higher. As he walked out the door, Aunt May stopped him.

"Peter, do be careful. That dreadful Spiderman had been spotted again recently. I don't want you doing anything that could catch his attention. The Bugle says that he is a menace and the paper can't lie, it's illegal. Your Uncle Ben likes him, but I just think he's dreadful." Peter frowned.

"Aunt May, you can't believe everything the paper says." That was all he said as he walked out the door. May looked at him leave and decided he was growing up now; she would eventually have to let him go…

Secret Hanger

The man started to plan out how his attack would go. With all the data he had gathered, this should be quick and easy. The man had planned his conquest of New York for years now. The first had gone by smoothly: he was a very wealthy man with lots of power. The next part of the plan had been delayed by two individuals he planned to get rid of tonight: George Stacy and Spiderman. He had needed to find a way to get them together and finish them. He had looked through his data and found the link between the two. It was unorthodox, but it work just nicely. It turns out that George Stacy's daughter Gwen had quite the relationship with the teenage wall crawler. He knew if he could capture the girl, both Stacy and Spiderman would come running into whatever trap he laid. He glanced at the clock, it was 2:15. The girl would be getting out of school soon so he needed to work fast. He put his intricate costume in a compartment of his vehicle and got his vehicle ready. As he looked at the costume he saw what looked to be just rags and a mask. But really, there was a small thin metal battle suit on under it that allowed him to control his mode of transportation. Then was a layer of cloth with a dozen bombs and weapons. He also had a bag of bombs he had ready. He realized he was ready to do his plan and laughed as he took off from his secret hanger.

Midtown High School

Peter sat in class as Mr. Kramer tried to explain recent economics to the class. He was failing. He looked around as he saw many of the students asleep and others just dazing into space. Mr. Kramer didn't notice and continued his lecture by answering his own questions.

"Congress said that the President's system would never work. They called it what? Something economics. Does anyone know? It was something economics. It was Voodoo economics." Peter signed. "Did anyone else have to learn this in America?" he thought to himself as he sighed. Suddenly the bell rang and Peter nearly leaped out of his seat and walked over to Gwen's. When he reached her she smiled at him.

"So are we on for tonight Pete?" she asked him. He smiled at her with a knowing smile.

"Oh yah we are. I reserved us seats at a really fancy restaurant. Red Lobster." Gwen stared at him dumbly.

"How is Red Lobster fancy!" said Gwen in a fury. Peter took at step back in fear for his life.

"Well, it may not be fancy but it will do. I sort of have no money because of my hospital stay. Besides, they have those really great biscuits that come free. You know, there biscuits but their cheesy…" Peter said with the intention to save himself from her wrath. He was failing. He knew that and stopped speaking.

Gwen stared at him and answered. "You're lucky I like you a lot. If any other guy did this to me they would be dead right now. Literally." She then walked away and turned to him and in a sweet voice added, "Pick me up at 8." Peter sighed when she left and realized that encounter was the closest to death he'd come since Scorpion. Little did he know he would face much worse later that day…

Outside Midtown High School

Gwen walked to her car that was parked in the far parking lot near an alley. As she got ready to leave she heard behind her, "Oh, hello Gwen." She turned to see Mr. Osborn, a person she had known through Harry since she was a kid.

"Hello Mr. Osborn, how are you today?" she asked him while opening the door of her car.

"Much better. I actually am close to finishing a project I've been working on for quite some time." Gwen nodded and yawned out loud. She didn't understand why she was so tired, but she couldn't help but yawn. She would have understood if she had looked at the side seat of her car which was exuding a barely visible green gas. Mr. Osborn said something else, but she didn't hear it, because she had already slumped down into his arms, fast asleep.

Norman smiled. Everything was going as planned. He closed the car's door and dragged the girl to the back seat of his limo. He got in and drove to his base of operations…

The Stacy Penthouse Suite

George Stacy was worried sick as the clock struck 8:00. His daughter hadn't been home yet all day. Suddenly the door bell rang. He rushed to the door to see Peter Parker, not his only daughter. George was noticeably alarmed.

"Peter! Then Gwen's not with you!" Peter's eyes opened wide as he answered his question.

"I'm here because I have a date with Gwen tonight. I haven't seen her since school today. Has she not been home?" Before George could answer this they both heard a crackling laughter. They looked outside the window to the open sky to see a figure in the sky riding some sort of glider. He turned his face to them so they saw a hideous green face with a long nose and big ears. He smiled at them and crackled again. George took a step back and said, "What the hell is that!" The creature smiled.

"Not what Captain Stacy, who. I am the Green Goblin! If you ever want to see your daughter again you and Spiderman will come alone to the Queensboro Bridge. If I see anyone else there I will kill the girl. Understood?" Stacy nodded slowly. "Good. HAHAHAHAHAHA" the goblin cackled a laugh as he took off into the night sky. Peter ran towards the window and prepared to chase the madman.

"Peter stop!" yelled George. "I know you're angry but you have to go home. That madman said only me and Spiderman." Peter looked at him hard and suited up.

"I know, that's why I'm here." Peter said as he was fully transformed. George looked at Peter in amazement. "I know its sudden Captain Stacy but we have to go and rescue Gwen" George stared and nodded. "We'll take my car." He added as they raced out the door towards their reckoning…

Queensboro Bridge

About twenty minutes later Peter and George got out of the car and saw the Green Goblin holding an unconscious Gwen over the water on his glider. The goblin glanced down and saw that Spiderman was with Captain Stacy. "Perfect…" he said as he lowered himself to their level, but still about twenty feet away.

"I commend your ability to gather Spiderman so quickly Stacy." said the Goblin in a taunting voice. "But I have no words left for you. You will die tonight. How is up to Spiderman." George quickly turned to Peter as the boys eyes widened. Peter stepped up a few steps and said heroically to the Goblin, "Not so fast Goblin. No one is dieing her today." The goblin chuckled as if he knew that is what the teenager would say.

"Well that was pretty predictable. The hero of the story makes his bold ultimatum the villain. Am I supposed to be frightened now?"

Peter looked at the goblin hardly and realized this guy was going to be worse then Octavious and Scorpion combined.

The Goblin continued. "What I was saying is your choice will determine who dies tonight, Father or Daughter." Peter took a step back, starting to get frightened. "I have been watching your exploits Spiderman. I have sent many of my own agents to kill you, yet you have beaten them all. This shows you are nearly my equal. And so, in an offer of friendship I offer you a choice. The choice is this. I am asking you to join me as a partner. All you have to do is kill George Stacy. If you do, you can literally have everything you ever desired. If you want Gwen, I can have the best hypno-therapists in the world erase this from her memory and she will do whatever you want. I can also give you money, fame, power, whatever you desire. All for just one life. Then there is the other choice. If you choose the noble path, I will drop Gwen right now and the three of us will engage in a battle that you both will inevitably die in. So the choice is essentially this: Join me or die."

Peter took step back. He knew he had to do the right thing, but he couldn't risk Gwen's life, period. How could a person be so evil? He turned to George. "Captain Stacy, I don't know what to do, I, and I can't risk her life…"

George couldn't think. That B had put the pressure of two lives on a fifteen year old boy. He turned to Peter. "Spiderman, you have to do what you have to do. I can't, can't help you. Just remember, with great power comes great responsibility."

Peter realized then what he had to do. He stepped forward. "Goblin!" he yelled at the fiend. The goblin turned to him, expecting an answer. "I've made my choice."


	8. Chapter 9

Chapter 9

Reckoning (Part 2 of 3)

Spiderman walked up and was eye to eye with the goblin. The goblin still had Gwen hanging in his arms over the river. Spiderman inhaled, ready to speak. He realized at the point that he was in a defining moment in his life, regardless of his choice.

"I chose justice." The instant he said that he leaped at the goblin and sent four strands of webbing out of his two hands. The first from his left hand managed to stick Gwen right on the chest and he pulled that towards him. The other from that hand turned into a web ball and hit the goblin, delaying his reaction just enough for him to miss a grab at Gwen and watch her pulled away towards Peter. From his right hand the first strand hit the top of the towers on the bridge behind him. He yanked on this strand to pull himself up and land in safety in the tower. The last strand hit George and he pulled him up with them as they all landed on the tower. He looked down right then to see the Goblin hit him in the jaw with a smashing upper-cut while he was on his glider. As Spiderman flew back he was smashed through a wall in the tower. As he got up his spider-sense instantly glared as he dodged to the left to avoid another punch from the goblin that had jumped off his glider. He looked up to the punch had gone through the wall, stronger than any of Peter's own punches had ever been. He jumped back and saw George and an unconscious Gwen just sitting there across from him.

Peter pointed towards the elevator. "George, take her down and get out of here, I'll distract the Goblin!" George nodded and ran in the elevator, his daughter in his arms. The Goblin smiled and cracked his neck.

"That's fine with me Spiderman. I can kill them any time; you're the bigger fish to fry. And I mean that quite literally." Just then the Goblin pulled out an orange sphere and threw it at Spiderman. Peter dodged but it was two late. The sphere detonated and launched Spiderman off the tower and into the sky. Reeling from the impact but still determined, Peter sent a web strand and threw himself back to the tower. He landed and started to run towards the Goblin.

"O.k. we can play it that way to." Said the fiend as Peter ran at him. Peter then though a huge punch at the Goblin but he caught it in mid-air. He then started to crush the hand as Peter screamed.

"That's it Spiderman, scream. You could have avoided this. Had you accepted my wonderful offer you would be with your little girl-friend right now and relaxing. But instead you tried to take the noble path. Is it worth it Spiderman? Was standing up for what's right worth the death of Gwen and yourself? Maybe now you realize what an idiot you are!" at this point the Goblin started squeezing so hard that Peter fell to his knees. The Goblin pulled Peter's arm behind his back and continued.

"You know, I have to be honest. I knew what you'd pick before you did. It's so predictable. You had to act like a big hero and think if you tried hard enough good would prevail and evil would be beaten. It doesn't work that way bud. Hero's never prosper in this world. Is this the ending you expected Spiderman? I don't think it was. Before you die however, there is something I would like to tell you. That Gwen girl is quite cute. Maybe when I rule the world she can be one of my trophy wives. Don't worry, she won't miss you, in fact I don't think that she'll remember you at all. It won't help you'll be dead."

When Peter heard those words he snapped. With all the strength he had he pushed up on his knees and flipped himself. With that the Goblin lost his grip and Peter kicked him in the chin and knocked him threw the wall and out of the tower. Peter leaped after him while the Goblin fell.

As he fell, the Goblin grabbed a loose cable that was hanging off the tower. He grabbed it and it slowed his fall enough so he could land softer. When he hit the ground he pressed a button on his arm and his glider activated. He turned to see it but instead saw Spiderman smash him with his fists.

As the Goblin went down Peter charged him, shooting web balls. The balls impacted and made him fall backwards. As he threw a wild punch at the Goblin, he dodged it and punched Peter right in the gut. As Peter fell backwards, the Goblin sucker-punched him right in the face and he fell back. As he got up his spider-sense flared and he leaped upward and dodged the Goblin's glider as it swooped where he had been previously. It slowed in front of the Goblin and he leaped on it and flew into the sky. As Peter looked up and saw the Goblin swoop down and start to shoot its mounted machine-guns at him. Peter started to run, just dodging the bullets. He leaped up and sent a web and flung himself at the tower so he could have some fighting space. As he looked back he heard the cackling laughter and his spider sense activated. He pushed himself upside down and dodged another orange bomb. It detonated, but this time Peter had cleared it by a long while. He grabbed a ledge of the tower. As he did another bomb landed right in front of him. He tried to push off the ledge but the bomb detonated too early and he flew back, his mask scarred. He flew down and hit the bridge with a thud snapped back up and then hit the ground again.

Peter was still as the Goblin landed in front of him. Peter tried to get up but he had no energy left. He attempted to push himself up again but once again failed. He heard the foot steps of the Goblin. For a third time he tried to get up, knowing if he didn't he would die. The Goblin the kicked him and he flew and hit the guard rail of the bridge. He looked up and saw the Goblin walking towards him, cackling his trademark laugh.

When Peter heard that laugh he remembered something that the Goblin had said earlier. "I have sent all my agents after you." Peter knew he needed to stall. So he played to the only weakness the Goblin had shown all night: his ego.

"You said you sent your agents after me Goblin!" said Peter with almost all the strength he had. "Who were they?"

The Goblin stopped and started to laugh. "Who were they? Why, I thought you were smart boy! They were Gargan and Octavious, the only super-villains roaming the streets of New York!" Peter's eyes widened in anger at this statement.

"You worked with Gargan!" yelled Peter with a hatred never felt before. He stood up and realized he was getting some strength back. His plan was working. He continued. "You used Gargan! You monster, he murdered people I loved! That madman took away someone I've loved for years. He will burn in hell and so will you! I'll see to it you never again see the light of day!" Peter walked forward towards the Goblin with a new fury.

As Peter walked he realized he was letting his anger control him. He stopped and knew he had to stop this man. In his reverie he forgot the Goblin was still there and didn't realize till his spider-sense alerted him back to the battle. He looked back to see another bomb in front of him, but this one was different. It was about to pass him when it exploded into many large pieces of shrapnel. It hit Peter and he was launched back off the bridge into the sky above the river.

The Goblin jumped back on his glider and flew over the river to finish Spiderman. He looked down and didn't see any sign of him. He knew better than to go home without finishing a task, so he kept searching. He turned just in time to see Spiderman fly at him and knock him off his glider and back on to the bridge. He hit the bridge with a thud and skid till him hit the opposite guard rail. He leaned to get up but got smashed in the face by an uppercut from Spiderman. He fell back down and rolled just in time to dodge another vicious punch from Spiderman. He stepped back and threw a bomb at Peter.

Peter ran for the Goblin after he had dodged his punch and didn't have time to dodge the incoming bomb. It landed just in front of his face and detonated, launching him back many yards and across the bridge. He stood up and realized he force of the impact had destroyed his mask and his face was in plain sight. The goblin stared at him in amazement. "Peter Parker?" said the Goblin. Peter took a step back and nearly fell back in exhaustion.

The Goblin walked towards him and seemingly gained back all his composure. "Peter Parker! You're the heroic Spiderman? This is it isn't it? The final leg of our battle. It's been long and hard and we're both ready to just fall down and die. Let's end this Pete. You verse me in one final showdown. Good versus Evil if you will. So let's go."

Peter took a step forward to acknowledge the Goblin's request. He knew this was it. He put his fists up and charged into darkness…


	9. Chapter 10

Chapter 10

Reckoning (3 of 3)

Peter charged into the night as he went to finish his battle with the Goblin. As he ran he noticed his mask didn't remake itself. He pushed the thought away along with his agonizing pain. He got about seven feet from the Goblin before the fiend jumped back on his glider and tried to get away. He started to glide towards the city. Peter sent his web and hit the glider, launching Peter towards the Goblin.

The Goblin looked back and saw Peter on his web flying towards him. He knew it was a matter of time before he climbed his web enough to reach him. He pushed the glider to fly faster and they reached the city skyline, where they both knew the battle would end.

When Peter realized where they were he smiled. He'd lived in New York all his life. He knew these towers like the back of his hand. If he was going to catch the Goblin, it would be here. He flew off his web and landed on a skyscraper. The Goblin flew overhead and Peter made his assault. He jumped up and grabbed the bottom of the glider. Then with his other hand he plunged his hand through the machine, disabling it. The Goblin looked down and saw that his glider was completely disabled. The glider started to fall and the Goblin jumped off onto a skyscraper's roof. Peter jumped after him and the final confrontation began.

Peter stood with nearly no strength left. It wasn't just that this was the best place to stop the Goblin, it was the last place. Peter was so exhausted that he could barely stand. He knew that he had to beat the Goblin. He had to do it to avenge Ben, to protect Gwen George and his identity. He then looked down on New York. He realized he also had to do it for them. This city held all the people that he held dear to him. He knew now he had to defeat the Goblin. He then charged the Goblin.

The Goblin put his hand in his bag and realized he had no bombs left. This was going to end in an old fashion fist fight. Peter had started to charge him so he got in a defensive position. Peter got to him and he threw the first punch…

Peter reached the Goblin and the menace threw a smashing punch at his face. He dodged and sent a nasty uppercut in the Goblin's gut, sending him backwards. He then ran at the Goblin and kicked him all the way across the building. He saw the Goblin push himself back up and he started to return the punishment.

The Goblin flew at Peter with such speed his spider-sense almost was too slow. He tried to move but was still caught by the Goblin's fist. He was pushed back and got another punch in the stomach. He kneeled over and got caught by a round-house kick knocking him backwards. Peter started falling back but did a hand-stand and mule kicked the Goblin in the face. The Goblin fell back and Peter followed up with a powerful punch. The Goblin got hit but threw a punch right after Peter's. Peter took a bigger blow and fell down. He tried to get up but the Goblin grabbed his neck and held him up above the city. Peter tried to squirm but the Goblin's grip was a decisive one. His arms fell to his side. He had failed.

"Peter this is it. After our battle, the good lost and evil won. Surprising? I think not. And once I kill you here, I'll kill George and Gwen, and that lovable aunt and uncle of yours…" The last thing the Goblin felt then was a huge push and then he slammed against the opposite wall…

Peter heard these words and with a huge burst of strength, threw the Goblin into the opposite wall. The Goblin tried to get up but Spiderman was too fast. He got there and grabbed the Goblin and threw him off the wall, into the night. He looked down off the wall and looked down, but didn't see the fiend. He got ready to jump off and finish it, but he instead fell down and nearly slept. He tried to pull himself up but instead realized he had no energy left at all. He stood up, and sent a web line, and tried to swing home. He got about two buildings away when he dropped his web line and fell, slamming into a building. He got up again, and swaying like a drunk, tried to send out another line, but the web wouldn't come out. He was completely out of energy. He took a step and fell into an alley. He felt the blood ooze from his head and he looked up just as he spider sense alerted him to something. When he looked up he saw the Goblin land a smashing punch on his jaw. Peter flew back into a wall, smashing it in. When Peter looked up he saw the remains of the Goblin's glider, and the Goblin, laughing while clutching his arm. The Goblin walked down and picked up something from the glider. When Peter focused, he saw it was a green metal trident.

The Goblin laughed and started to speak. "It's as I predicted isn't it Peter? I did everything right. I did the sadistic choice, and then made the hero waste his energy fighting me when I knew he would run out of energy before I would. I then made the hero think he had an advantage by leading him to what he though would be his home court. Silly boy, I lived my entire life here also. And lastly I did the fake loss trick. You had thought that I had lost and tried with minimal success to get home. Well, it all worked and knows your going to die." With this the Goblin started to laugh and added. "This is perfect. The young hero will be the first to die in my path to domination. HA! I considered you an equal! At least until I fought you. There was no way you were ever my equal! HAHAHAHAH"

Peter at this point was sending a small web line that was just big enough to fling him up and get him to safety. As it hit the top The Goblin looked at him and chucked the trident into Peter's are, cutting the thread and impaling his arm. He screamed in agony. As he continued to scream, the Goblin walked toward him and started once again to cackle.

"This is it Peter. Now you die." These words left the Goblin's lips he took out a large blade that was hooked to his arm guard. He then, with a large arcing slash, made a bloody gash through the spider symbol on Peter's chest.

"AHHHHHHH!" screamed Peter in the most pain he had ever been in. He started to squirm and in a random piece of good fortune, kicked an electric wire up and it started to spark. With all the strength he had left, he grabbed the wire with his free hand and plunged it into the Goblin's chest. The Goblin was blown back and hit a wall, clearly unconscious. Peter then pulled the trident out of his shoulder and blood gushed out. He felt like throwing up, and he did. He saw the Goblin not moving, and decided to try and take a step closer. He did and fell down on his knees. He crawled out of the alley and sent a web line. He pushed himself to the street as it started to rain. He looked up as a car stopped in front of him and he plunged into darkness…

Eight hours later, New York General Hospital

Peter slowly opened his eyes and saw Gwen, George and Ben around him. He blinked and looked around.

"What happened? Where's the Goblin?" he said this in a very confused manner, since he had been out eight hours.

Gwen touched his face and spoke softly. "Shhh. Be quiet, you need to rest. You completely exhausted your body. And all the suit's powers."

Peter's eyes opened widely and he looked Uncle Ben. "Gwen! Uncle Ben's right here!" Uncle Ben smiled at him.

"It's all right Peter. I know all about it. I've known since you first fought Octavious. You need to rest bud. If you plan on fighting any more crime you better get all your energy back, and fast." Peter nodded, and he fell back asleep.

Peter swayed in his dreams. He kept having his head buzz, and he dreamed of a monster made of something, couldn't remember… Suddenly Peter snapped awake to see Norman Osborn.

"Peter, you're awake, wonderful. I was hoping I would be able to talk to you." Peter looked around and saw it was dark in the halls outside. Norman started to speak again.

"Peter, there's something's we need to speak about. First, you'll be glad to know that Jameson is no longer your boss. I bought the Daily Bugle." Peter's eyes widened.

"Mr. Osborn what interest would you have in a newspaper? I thought you were a robotics/chemical kind of Guy." said Peter strangely.

"Oh Peter its all part of my "master plan." Have you ever read The Art of War by Maximillion Xanatos? It's really a fantastic read. It talks about the four steps to domination of a people. The first is to gain acclaim. I have done that by becoming a billionaire with quite a few fans." Peter looked at Osborn with a questioning look.

"Mr. Osborn, what is this all about?" said Peter. "This is all pretty weird Mr. Osborn."

Norman smiled at him. "Oh here me out Peter. The next step is to control the people's ideas. That's why I bought the Bugle. The media gives most the ideas to the people, and know I control that too. The third step is to destroy one's enemies. I tried to skip step two and go straight to three. That was a mistake. Now I'm doing things in order. He started to laugh an all too familiar laugh.

Peter bolted up in his bed. "You! You're the Goblin!" then with all the strength he had accumulated, he jumped at the Goblin and went right through him.

"What!" screamed Peter? He looked out the window and saw the Goblin on a revamped glider laughing. Osborn in the room disappeared. Peter then realized that it had been a hologram. The Goblin pulled out a remote and pressed a button. The door and the window both then covered in a metal sheet. Peter ran for the window but he was one step too late…"

To any outsider, the hospital had been emptied over four hours ago for safety. They all then looked at seven P.M. to see the entire hospital burst in flame and fall to the ground. It was the worst attack on a building since 2001. The only culprit was a figure flying away right after it exploded. The families had breathed a sigh of relief, since all the patients had been evacuated. All except Peter Parker, who had instead been moved to a high room unbeknownst to his visitors. They were all devastated. The funeral of the young boy was planned for March 23rd….

Under the Hospital, two days later

The creature awoke under the rubble. It felt one thing only: hate. It needed to kill, to kill Osborn. That was the name that came to its mind as it climbed through the debris. As it neared the top. It let a roar.

There were no outsiders around the rubble, but if they had been, they had heard an inhuman growl of terrible horror, and seen a powerful black arm with claws push through the rubble…


	10. Chapter 11

Chapter 11

Inhuman

It had been two days since the bombing at the hospital and still no one had recovered Peter's body. Gwen was sobbing on her bed when her father, George Stacy, walked in.

"Gwen, do I have news for you! Peter's body was not in the rubble! There was no human remains whatsoever in the blast area, he had to have escaped!" Gwen looked at him then with hopeful eyes.

"Let's go dad! We have to go find him!" she jumped up and grabbed her coat. George put his hand on her shoulder.

"First, we need to call Ben Parker; he will know what to do. Second, it's raining, so we will wait. We need to go about this in a thinking way. We can't just rush into things." Lightning struck as George finished. Gwen lay down on her bed.

"I just hope he's alright…"

Out in the dark New York Skyline

The creature leaped from building to building, but didn't make a sound as it landed on the roof of each one. The creature was stealthy; it climbed the buildings with its large claws and occasionally shot a web and threw itself up the buildings. Its primal instincts were at peak. It stuck out its long tongue and tasted the air, sensing what was around it. Its goal was to kill. To kill Osborn and get revenge. The hunt was on. It would hunt Osborn to the ends of the earth. It stood up on the top of the building and unleashed an animalistic howl.

On the street below, Mary Jane Watson hurried home in the rain. She had been in a depression since Peter went missing.

"I guess it's true that you don't know what you got until it's gone…" she said allowed as the rain fell upon her. She had always thought of Peter as just a friend, but now she realized that she had had feelings for him this entire time. She had though about going to him about it, but two things had stopped her. First off, he was already with Gwen Stacy, and she wasn't the kind of girl that liked the drama. Also, she did have a stronger crush on someone else: Spiderman. She knew it was just like a little girl to like the superhero, but she couldn't help it. She signed and then she heard a bone chilling howl from above her. She looked up and saw a giant figure leap over a hundred feet above her to another building. She was frightened now, and she ran the rest of the way home…

Ben Parker looked at the T.V. screen as the news went on. He frowned as he heard about the current story.

"Norman Osborn has made several announcements in the last few days that have left the people of New York reeling. Not only is he considered one of the richest men on the planet and in President Bush's good graces, but his recent buyout of the Daily Bugle has propelled him to one of the single most powerful men in New York, if not the world. Many Democrats in Congress are against the amount of power Mr. Osborn is accumulating, here at the studio is Senator Kevin Meyers:

"Thank you Christina. Many of the Senators are with me that no man should have the power Mr. Osborn had without checks and balances. People have said that we are hypocrites for not likening Mr. Osborn's assimilation of power, and that we support the President who has more power than Mr. Osborn. The reason we support the President is because he has checks and balances, unlike Mr. Osborn…" The man continued but Ben stopped paying attention because he heard a sound in the kitchen. He got up and saw May crying over the stove.

Ben walked to her. "May, come here," she walked to him and he held her close. May then started to sob.

"I've lost them both Ben! I was in charge of Peter and Ben and in the course of four months both of them have been killed! Everyone besides you that I loved is dead! Richard, Mary, John, Allie, now Peter and Ben!" Ben patted her back.

"Peter is down for the count yet. I have a feeling he's still alive. They didn't find a body, and in the army we learned that if there's no body, the guy ain't dead." May looked up at him with hopeful eyes.

"You think he's still alive Ben?" She asked with hope in her voice. "You're not just trying to make me feel better?" Ben nodded.

"I'm sure were ever he is he's trying to do what we would have wanted him too."

Osborn Mansion

Harry Osborn was lying on his bed. His best friend was dead. Peter had been his friend for fourteen years and even though they hadn't been talking as much, they still did all there old traditions. Whenever a new superhero movie came out, they went on opening day. They had done that twice this year, with the release of "Batman Begins" and "V for Vendetta". They had had a good time, but now he was gone. His dad had tried to console him, but it had failed. Now that his dad was in all this controversy, he didn't have much time for Harry either. He looked up when he thought he had heard a thump on his roof. He looked out the window and saw nothing, so he went back down to his bed and decided to sleep…

Norman Osborn sat in his chair very pleased with himself. In the last two days he had managed to become one of the most powerful men on the planet. He laughed out loud. How stupid of that fool Parker to think he could stop Osborn. All Norman had needed to do is ware the boy down and then when he was in the hospital, he could just blow him up. He then heard a sound behind him in the show room. Norman stood up slowly. He looked around and saw nothing. He walked into his room of artifacts, ranging from tribal masks to Chinese battle swords. He walked in and saw nothing. He decided to turn back around. He did and decided to sit down.

As he sat he heard anther, barely detectable sound. He quickly turned his head and still saw nothing. Now Osborn was getting nervous. He was the one in control, there could be no surprises. He pressed down on his chair and a secret compartment opened, revealing a magnum gun. Osborn picked it up and walked into the room…

Harry felt a tap on his window as he saw Gwen Stacy outside. He ran to it and let her in.

"Harry, do I have news for you! Peter's body wasn't part of the wreckage! Some how he escaped!" Harry leaped up in joy.

"Yes! I'll tell my dad and we can get the best search team in the world on him! I knew he wasn't dead, there was no way!"

Gwen smiled at him. She knew that with his and Mr. Osborn's help they would find Peter. She smiled at him as Harry picked up the phone.

"I'll call Mary Jane; this will cheer her up for sure. She is in like a depression, she really missed him. They were neighbors there entire lives, so I guess it makes sense." He started to dial when he heard an inhuman scream from down the hall and a gunshot…

Norman was slowly walking through the show room with the gun held in a firing position. He knew he wasn't alone, but there clearly wasn't anyone else in the room. He then felt something on his shoulder. He looked quickly at it and saw a large amount of saliva on his shoulder he quickly looked up and saw a creature from his nightmares above him on the wall, which then let out a scream. Norman fell backwards and fired the gun.

The bullet missed and the creature leaped in front of him. He looked closer and realized it was a Spiderman. But this was a vastly different Spiderman. He was about six five, but the most muscular thing he'd ever seen. The creature was so large it was sickening. It had long claws on its arms and had evil eyes. It opened its large fanged mouth and a large tongue came out. The creature walked closer until a voice said, "Peter?"

Gwen looked down from the stair case and saw a mutated Peter about to kill Osborn. She called to him and he stopped advancing. Harry ran to her side as she continued.

"Don't do this! You can't kill him, it's not you! If you were to kill him then you would regret it the rest of your life." The creature looked at her and began to scream. It put its large claws to its head and said in an evil voice, "Can't stop it, too strong." He then let out a huge roar. Gwen then realized this wasn't Peter at all. And it couldn't be the symbiote either since they were already permanently bonded. There was a third presence in that body, and evil presence. The creature started to destroy the cases while ranting.

"It's too strong, it's a venom, can't stop it. Keeps spreading, can't hurt Gwen, must kill Osborn, no, can't kill Osborn. ROAR! No, must leave, must fight venom. Help symbiote, symbiote in pain. Team up to fight…" The creature then started to scream as it fell to the ground. The upper part of the creature exploded and Peter and costume appeared to be pushing out of it. The lower part that was once the creatures legs started to swirl and try to consume Peter. Peter then started to scream.

"Don't let it take me no! I will fight you! I am stronger than you! AAHH!" The symbiote that was attached to Peter, his costume, had flung itself from his body and started to push back the invading suit. Gwen looked back to see that Harry had fainted from a piece of debris that had been sent from one of the broken cases. She then saw the two symbiotes absorb back into Peter, leaving him with a red t-shirt and jeans, lying on the floor, next to the also unconscious Norman. Gwen ran towards Peter and held him in her arms. He started to moan and she ran him to the hospital…

Peter was on the dreamscape when the symbiote came to him. Peter looked at him with a frightened look.

"What was that? Was that us?" the symbiote shook his head and sighed. Peter could see the wounds the symbiote had sustained.

"No Peter. Remember when I told you that you should never let your anger get the best of you? That was why. You were in such a rage about Osborn that you unleashed VENOM." Peter looked at him with a dumb look.

"The memory came back to me when we were unconscious. VENOM is a system that activates when there is extreme rage or you are near death. We enter a coma like state while this bloodthirsty monster takes over. And it's not gone Pete. It's still inside us, and there is nothing we can do…"


	11. Chapter 12

Chapter 12

Complications

Peter awoke in a hospital bed with Gwen beside him. He rubbed his head and started to speak.

"What time is it Gwen? Where am I?" He sat up in his bed. "I remember fighting the Goblin, and in another hospital…"

"Peter, the hospital you were in was bombed by the Goblin. You were missing for two days before you attacked Osborn."

Peter's head lowered. "Gwen, you have to know I wasn't in control of that monster, I would never hurt another person like that."

Gwen nodded at him. "It's alright. At least it's out of your system now." Peter shook his head.

"No Gwen it's not. The symbiote told me that it's still inside me. There's so much risk now. I though I could just use these powers to help people but now I could do more harm then good. I don't think I can be Spiderman anymore."

Gwen slapped Peter after he finished. Peter looked at her dumbfounded. Gwen shook her head. "Don't talk like that Peter, the city needs Spiderman! Imagine what would have happened if you didn't beat Octavious, or Scorpion, or the Goblin himself! If you weren't around, my dad, me, and half of New York would probably be dead right now! You've given the city hope Peter. You can give the people a hero on the physical front, at least there…"

Peter saw tears form in Gwen's eyes as she finished. Peter then noticed the part about fighting on the physical front. "What do you mean on the "Physical front" Gwen?"

Gwen gave him a look and then started to speak. "Oh, you don't know! Norman Osborn bought the Daily Bugle. He's now is the most powerful man in New York!" Peter's eyes opened widely then.

"He's the Goblin! Gwen, a hologram of him told me he was going to do this about a minute before the hospital was destroyed! He said he was following some book about how to dominate people, and how he needed to control the media and destroy his enemies. He then laughed the Goblin laugh and outside my window the real Goblin appeared and blew up the building. That must be why the VENOM system wanted to kill him, since he was the one that tried to kill me!"

Gwen was clearly shocked as she heard this and then her mouth fell open. "Peter, the last thing I remember before being on the bridge with the Goblin is talking with Mr. Osborn!" Peter frowned then.

"There's no doubt then, Norman is the Goblin. Now that we know that, I can plan my next move. Is there a way your dad can implicate Norman as the Goblin?" Gwen shook her head.

"Peter, he's the most powerful man in New York. Even if dad tried to implicate Osborn, Norman's lawyers would probably have some alibi that would get him out. And then we'd really be in trouble." Peter nodded, as he had just thought up a plan.

"Here's what we have to do. I can fake amnesia and pretend to not remember that Norman's the Goblin. Also, you have to act like you don't know either. Tell your dad the same thing. If the three of us can watch Norman and make him think he's in control than we should have an advantage when he tries to strike again. I'm going to "Superman Returns" with Harry in a week, and we'll meet at his house. I can imply I don't remember there."

Gwen nodded at him. Peter had already changed so much since when she had first started to go out with him. He was stronger, and already sacrificing his own life for others. Gwen was happy to go along with him. "I know what is next target will be. He's already started to campaign for it. The election is in two months. I'm sure he'll try to eliminate the competition. That's when we can get him." Peter nodded at her. "Peter, I have to go, but before I do…" she leaned in and kissed Peter. When they were done, she started to leave. "Peter, I missed you, we all did." Then she left. When she was gone Peter laid back and thought about how hard the next few months would be. Not only did he have to stop Osborn, but he had to control the VENOM as well…

Hammer facility

Norman walked down the halls of Justin Hammer's lab until he reached the special projects center. The door opened and Justin walked out. Justin was about thirty years old and had been Norman's employee for years. Of course, the outside world didn't know that because they worked together in secret due to the nature of Justin's experiments. As he walked out he saw Norman and smiled.

Mr. Osborn, how are your? I assume you're here to see the progress I've made on the soldiers?" Norman nodded.

"I was recently attacked by Spiderman in a new bulked up suit. He is my primary opponent in my plan and I need him eliminated. I assume your "super soldiers" can do the job?" the billionaire said.

"Mr. Osborn, these three men could very well be the most powerful men in the world in just physical might. There powers allow them to kill anything, and they are completely loyal. If you need someone eliminated, you most certainly came to the right place."

Norman smiled. "This is good. They also will need to be ready to help me "retire" my fellow candidates for governor, if you catch my meaning." Justin nodded.

"Don't worry Mr. Osborn, this hall is completely debugged, there is no one that could hear us here." Justin said to comfort the man.

"Good, now, is the special project I asked about going along as scheduled?" asked the man.

"Of course Mr. Osborn. It should be ready in a few weeks. I am curious to why you would want this done. When you win the election, why would you need this?" Norman smiled.

"It's not your business what I do with it, but how you make it. If you ever need to know why, then you shall know. Now why don't we see the weapons you've made for me?" When they walked in the room, Norman stopped Justin. "Mr. Hammer, I almost forgot, I need you to give me all the data you have on Oscorp project 57 1ME and 58 1ME." Justin stopped moving and looked at Osborn with a fearful expression.

"Mr. Osborn, I know that you were informed of the failure regarding 57, and I can only hope to God you don't plan on ever letting 58 see the light of day." Justin said.

Norman looked at Justin with angry eyes. "Mr. Hammer, you work for me. I own you. Now tell me what you did with 57. I have no plans on releasing 58 unless absolutely necessary. But if the time comes when I would need to, I will."

Justin swallowed loudly. "If you remember correctly, we jettisoned 57 into space with a lot of metal equipment." Norman looked at him.

"Is it possible then that the meteor that hit New York was infact that very same group of space metal?" Justin gulped again.

"Uh, it may, uh, be possible." He stuttered. Norman gave him a grave look. He turned to him and spoke.

"Mr. Hammer, if an incident ever happens like that again, you will die. Not be fired, but die. Likewise if something happens of this magnitude and I am not informed. The only reason you are still around right now is that your experiments could be very crucial to me. I happen to believe Spiderman's powers are from 57 1ME. Now show me the soldiers." Justin nodded.

Near the end of the hall were three men. The first was a big man with a green shirt on. The next was smaller with a black trench coat. The last was medium height with a blue shirt. Justin walked to them.

"I think I have the perfect man for your job. This is Flint Marko. His power's should be able to give him enough of an advantage to kill Spiderman." Justin put his arm around the green shirted man. "And, he's completely loyal to you and me only. He should be able to deal with your wall crawler.

Norman nodded in agreement. "I think that he will suffice. This is good. Don't fail me again Justin, I'm not used to it." He then walked off from the lab. Justin gulped very loudly. He knew he shouldn't mess with Norman Osborn, but he couldn't allow the man to unleash the horror that was 581ME. If he thought VENOM mode on 57 was bad, he had no idea what Carnage could occur if 58 were released…


	12. Chapter 13

Chapter 13

Enter the Sandman

It had been one week since Peter had been admitted to the hospital when they finally let him out. The doctors were amazed at how fast he was recovering, and since he faked a fear of needles, they couldn't test his blood, so his secret was safe. Right when he got home Aunt May sent him up to his room for "real treatment." Aunt May was a firm believer that she could heal him better than the hospital. When he was sent up there Ben followed him and Peter told him his plan.

"It's a quality plan Peter, but one is not smart to cross Norman Osborn, especially now that he is at the height of his power." Peter shook his head.

"Uncle Ben, I have to stop him. He's a madman, and I think I'm the only one that can do anything about it." Ben nodded.

"I realize that. But there is a flaw in your plan. Even if you can confront him, how will you stop him? Last time you two fought he beat you up and down New York City!" Peter sighed as Uncle Ben finished.

"I'll just have to train harder. I have around two months to get ready. Plus, I'll have the support of Capt. Stacy and the police, all though they don't know it yet, only Capt. Stacy does." Ben nodded at smiled.

"I'm proud of you Peter. You've turned into quite a man, especially after all you've gone through. You're dealing with things that would take the heart of me. Your cousin would be proud of you." This hit Peter hard. Uncle Ben knew the whole story of what had happened, and he still was trying to help Peter to know it wasn't his fault.

Ben looked at him solemnly. "Peter, it isn't your fault that Ben died. Your spider-sense isn't strong enough to tell you the future. The only one you can blame is Gargan, and thanks to you he's behind bars for life. Plus I think you managed to avenge Ben with every blow you get in against Osborn. He would want you to keep going, so I'm with you too." Peter smiled and Ben gave him a hug. "I would however Peter, recommend not telling your Aunt May your secret. She sort of hates your alter ego with a fiery passion more powerful than ten thousand white hot suns." Peter nodded his head sarcastically.

"Thanks Uncle Ben, that's exactly what I wanted to hear, that my aunt hates my secret life with her soul. Thanks!" Ben slapped Peter on the back while laughing.

Hammer facility

Justin Hammer was pacing in his lab. He had just unleashed Flint on New York, with the mission to kill Spiderman. But he had much bigger worries. It was clear that Osborn planned to unleash 581ME. This couldn't happen. Both of the suits were supposed to be uncontrollable, 58 more so. So how did Spiderman control his? Justin then had an idea. He picked up the phone and dialed a number.

"Miles? Oh hello this is Justin! Yes I'm fine. I hear your working with genetic recombination? Really that's fascinating! So you can take the Genetic material and…" Oh really? I had heard of that kind of thing. I think I'm gonna have to call in a favor. What favor you ask? Well you did promise me one during our midterm in Harvard! Oh yes that was quite a night ha-ha. So tell me, does your work include cloning…"

Downtown

Flint Marko walked down a street in New York. His mission was to draw enough attention to attract Spiderman, and then kill him. So he decided to get started. He saw an armored car outside a bank and decided to start there.

Officers Frank Comet and Al Daras had been waiting outside the car while the money was taken from it into the bank. Al looked down the street to see a large man with a green shirt walk towards the car. He was getting awfully close. Al nudged his partner and they walked towards the man.

"Sir I'm going to have to ask you to step away from the car. No harm done, it's just procedure…" Frank didn't get the last words off because he was blasted by thousands of sand grains being blasted from the man's hands. Al pulled his gun from its holster and shot at the man. The bullets passed right through the man and his hand somehow transformed into a mace and slammed Al into the bank. The people around the area started to scream, and Flint smiled, he knew Spiderman couldn't resist this…"

Peter's house

Peter had been sleeping when he heard his door hit the wall in a hurry. He woke up and saw Gwen rush in. He bolted up and she started to speak.

"Peter! There's this mutant guy attacking the bank! My dad is down there right now and he said he needs you." Peter got up and the suit flowed over him. He nodded at Gwen and leaped out of the house, swinging towards the bank…

Downtown

Peter landed next to Capt. Stacy as the police surrounded the bank. Stacy looked at Peter and sighed. "Thank God Spiderman! The guy in there has been confirmed as Flint Marko. The odd thing is that he had been confirmed dead before today." Spiderman shot a look at George.

"What do you need me to do Capt?" said Peter to the officer. Stacy looked at him intently.

"Spiderman, this guy had powers like you. Well, not exactly like you. I'm not exactly sure what he does, all I know is one of my men nearly choked on sand and another was given a massive concussion. Get in there now!" Peter nodded at him and went to work.

Inside the bank, over twenty hostages were bound and gagged on the floor. When Peter broke through the window they all looked at him and he saw that there were huge mounds of sand on the floor. He landed and saw that one of the hostages was Mary Jane. Peter rushed to her aid. Peter unbound her and she started to scream.

"Mary Jane what's wrong!" Peter shouted. If Peter had had eyes in the back of his head he would have seen that a mound of sand behind him and started to form the upper torso of a man. He did however, have Spider-sense. His head jolted and he leaped upwards, just narrowly dodging a mace that was attached to the mans hand.

While Peter was in mid-air, the man held up his other arm and a wave of sand was sent from it at Peter. Peter dodged it and sent web balls at the man. When they got to him, instead of impacting, they passed right through him. The man's mace hand suddenly changed to a stream of sand also and this one hit Peter straight on. Peter was being suffocated, and he hit the ground with a thud as the sand started to consume him. He knew he was running out of time, so he got an idea.

Marko was watching as his sand was slowly killing Spiderman. The sand was being piled on in an awkward way. Suddenly the sand exploded in every direction as Spiderman flew at Marko and threw a punch. It was no good however, since the punch along with all of Spiderman flew threw him. As he passed through Flint wrapped around him and started to constrict him with his own body.

Spiderman felt the crushing pain of Marko in his body and he screamed in pain. Every time he tried to break free Flint just pushed harder. He couldn't send out any webs since Flint prevented access. Spiderman loosened his muscles, giving up. He would need a miracle to save him now.

That miracle was Mary Jane Watson. She had watched the fight since it began, and she knew she had to save Spiderman. She glanced around to see what she could use to fight with. Her eyes finally landed on a fire extinguisher. She had reached it right when Peter was being crushed by Flint. She saw this and blasted the man.

The grip on Peter was quickly lifted as Flint was flung off him with the fire extinguisher. Peter started to chase the now weakened villain, but the creature was too fast. It slithered in its sand form out of the building.

As Peter got outside he saw that there was no one there. The man had escaped. Peter said out loud, "Why would someone just leave? He didn't even take anything…" suddenly his spider sense flared. He leaped up and just barely dodged a stream of sand. He landed back down to see the man ready to resume the fight.

"Wow man, you're probably the worst robber I've ever seen. You didn't even try to steal any money! It was like you just wanted to fight me… Oh damn." Suddenly the man flew at Peter. Peter leaped up to dodged but the man still caught his legs. The man turned into sand again and started to flow up Spiderman. This time Peter was ready however. He sent four web balls and they each impacted a fire hydrant. It broke on the last try just as Peter started to be crushed to death. The water stream from it impacted Peter and Flint and Flint was blasted off Peter. Flint quickly slithered away from the water and reformed himself about eight feet away.

Peter was worried now. Nothing had fazed the creature so far. Water was the best weapon he had, and he was already out of that. He got ready to fight when the man's eyes just opened widely.

"Flint, you have new orders. Just get some genetic material of Spiderman. Do not hurt him of fight him after that. Just get some blood or hair of Spiderman and then return." Flint heard this in his ear and nodded. He raced at Peter and Peter braced himself for impact.

Flint's hand became a mace again and he pounded Spiderman and the wall crawler was thrown against a building. Flint then reformed and grabbed a piece of glass Peter had broken earlier. He took it and made a large gash in Peter's arm. Blood started to flow from the wound. Peter screamed in pain. Flint then picked up some of the blood that was out of the wound and put in a pocket he created out of sand on his body. He then turned around and started to run away. Peter got up and ready to chase him but George ran up and stopped him.

"Spiderman wait! Don't chase him, we need you here, and you're in no condition to fight him now. Anyways, I need you to help care for the hostages, I can't because one of my officers is on oxygen the other had a concussion so bad he thinks he's Canadian!" an officer on a stretcher then said, "Hey, I am Canadian aye!" George looked at him.

"Of course you are Officer Daras." He then turned back to Spiderman. "On second thought, you look pretty banged up. Go home and rest, its summer, sleep in." he then walked away and into the bank.

Peter started to walk away when someone grabbed his arm. He turned to see Mary Jane next to him.

"Thanks for saving us Spiderman." She said shyly. Peter was surprised. He had never heard Mary Jane be shy before.

"I should be thanking you Mary Jane, you were the one that saved me!" Mary Jane looked at Peter weirdly.

"How do you know my name Spiderman? I didn't think we had met before?" Peter was in trouble now.

"Uh, Peter Parker mentioned you once, he's my, uh, official, photographer. He was saying you were his neighbor forever." Mary Jane looked hurt.

"Oh, well, I got to go. See ya Spiderman!" she ran off into the street. Spiderman sighed.

"That was close. I almost revealed my identity to MJ. Oh well, alls well that ends well. The real worry is why that Sandman didn't waste me when he had the chance…"


	13. Chapter 14

Chapter 14

Guess whose back?

Norman Osborn walked down the hall of Hammer's facility and if anyone else was there could have seen the obvious anger on his face. He reached the door to Hammer's secret projects and typed in his access code. The door didn't open. Norman was angry now. He looked around and saw that there was no one there, so he rolled up his sleeve and punched through the door. He grabbed the other end and ripped it out off its hinges. Inside he saw that the three soldiers were missing, along with Hammer.

"NO!" screamed Osborn. He raced to the computer where he saw that all of Hammer's work had been saved to a disk and then deleted of the computer.

"That worthless piece of slime! How dare he betray me! I will kill him." He then looked at the phone on Hammer's desk. There had only been one call made, to a doctor Miles Warren. Norman scowled. Warren was a geneticist that had been responsible for Norman's powers. Norman then smiled. "Mr. Hammer you have just signed your death warrant. And since the theme of the day is scientists, maybe I'll have one of mine do the job. I'll have to give old Doctor Octavious a call…"

Peter's house

Peter arrived home and saw that Gwen was waiting for him. He landed and de-suited and gave her a hung.

"I heard what happened. Why did Sandman just leave?" asked Gwen, being her always inquisitive self.

"I have no Idea. If Mary Jane hadn't been there I would've died already. Then he almost beat me again and just gave me this cut on my arm. The weirdest part is that he kept the blood." Gwen squirmed.

"Ewwww, is he some kind of vampire, they do exist you know." She said with a slight fear in her voice.

Peter nodded. "I checked that with your dad. The only two known vampires are a hunter named Blade and a government weapon named Morbius, and they live in Europe. And the attack was in broad daylight, so he couldn't have been a vamp. The other odd thing is that he didn't try to take any money. He just took some hostages and then tried to kill me. It was as if he didn't want the money, just me." Gwen looked alarmed at this.

"What if Norman sent him to kill you? He knew you wouldn't be able to resist saving the bank, so he sent this sandman to kill you. He's done it before. This is bad Peter. Soon he might send them after Peter Parker, and then what will you do? If he attacked you during school, would you just reveal you secret?" Peter sat on his bed.

"That's a good question. I don't know what I'd do. I think I should just play the amnesic thing out. If I talk to him at Harry's tomorrow, I might be able to gain his trust, and that would give us a huge advantage. Also, we are having a meeting here tomorrow, bring your dad. Then we'll decide how to do this…"

Recker's island prison

Otto Octavious was sleeping in his room, his metal tentacles each strapped to a harness so they couldn't move. They couldn't talk to him any more, so he was all alone. He knew it would be soon that he would be free again though. He felt the tentacles would come back to life and set him free. He closed his eyes and slept some more.

Suddenly, Otto heard a voice. "Otto, wake up, it's time for us to escape." Otto quickly snapped awake and saw that no one was speaking to him directly. It had to be his tentacles.

"I knew you would come for me my friends! I knew YOU wouldn't abandon me!" He smiled like a small child and suddenly the harness' holding his tentacles all opened and he was free. He looked around and saw that the locks on his door were all unlocked as well. With his tentacles he ripped the straight-jacket from him and grabbed the door and ripped it off.

"Otto, there is another you have to free. Mac Gargan works for us as well. He is our friend. He can't see us, but we talk to him threw a screen. He calls us the man in the screen. Find him and free him. He has on a powerful battlesuit on that is missing some key components. When he is free, kill any in your way and find your way to Oscorp, where we will plan some more." Otto nodded and saw a guard run towards him with a gun. Otto flung his tentacle at him and knocked him out cold. Otto continued to walk towards Mac's cell.

Mac Gargan was sitting in his suit when the radio, which had been deactivated for nearly two months, bleeped on.

"Gargan, this is your employer. You are about to be rescued by a man with four metallic tentacles. He thinks you are also friends with his tentacles. He thinks there real, so just play along. I'm controlling them, so just follow him and he'll lead you to me where I can fix your suit. Then we will plan your next move."

Gargan had started to hate the deal he had struck with the man in the screen. He no longer could get out of the suit, and the man now controlled his body. At least he'd be out of jail though. His locks on his hands disengaged, and he was free. He stood up and that moment his door was bashed in by a steel tentacle. A lanky man with the tentacles walked in and said quickly, "Are you the man that works for the man in the screen?" Mac nodded at him and he smiled. "Let's get out of here then."

Mac got up and the duo started to run out of the prison. As they ran over a dozen guards ran out to meet them. Otto saw them and used his tentacles to throw them all to the ground. Mac ran and started to punch one out as Otto kept them on the ground. Mac grabbed on of the guards guns and shot the others. As all the guards were dead, the duo got on a boat and jetted to the island complex of Oscorp Industries…

As the two super villains walked the abandoned halls of the building, they saw a screen turn on in front of them. The screen was blank except for an arrow that pointed down. When Mac looked down he was a secret stair case that the two men followed. As they climbed down the stairs, they saw they were in the same room were the two of them had started there new lives: from Otto Octavious and Mac Gargan to Doc Ock and Scorpion. The screen spoke. Mac heard it from the screen, while Otto heard it coming from his tentacles.

"The three of us all have a mutual enemy: Spiderman. And he will be dealt with soon. But we have another enemy now, one that needs to be dealt with quickly. There are two scientists, Doctor Miles Warren and Doctor Justin Hammer. Otto, you will need to deal with them. They are planning on unleashing a clone of Spiderman, and with two Spiderman we will all be in danger. Otto, are you up to the challenge? I warn you, they have super humans guarding them. I think you're up to it, aren't you?" Otto nodded quickly, never doubting his tentacles intentions. If Mac could have seen the man behind the screen, he would have seen him smile in triumph. "Good Otto, now go, I will guide you there…"

Warren Labs

Two of the Meta human soldiers Hammer had created were assisting Warren and Hammer as they analyzed the DNA sample from Spiderman.

"This is brilliant Hammer. This boy has the most interesting blood structure. And from what you showed me on 58 1ME, this if cloned could be the ultimate fighting machine. And Osborn wants to unleash it on the world! I think it's our duty as scientists to stop that from happening. I will clone the boy and we can make sure the creature that is 58 will be contained." Hammer smiled. That had been his thoughts in a nutshell.

"That's absolutely correct Warren. If we can just bond the symbiote with the blood of the clone, we should…" Hammer didn't get to finish his sentence because the door to the lab was thrown off its hinges and crushing the remaining Meta human. Anyone that knew any one could tell it was dead. Hammer shuddered, after all the hard work he had done to create Hydro-man, he had just died. After the door Otto Octavious walked through he opening. Warren gasped. He had heard about Octavious on the news.

Otto spoke. "I won't let you clone that menace Spiderman! I will stop you!" He then threw one of his tentacles at Hammer. It got about half way when the last Meta human, code named Electro, shot an electric blast at the tentacle to send it back. Hammer gathered up 58 1ME and the vial of Spiderman's blood.

"Electro, keep this maniac busy while I, Doctor Warren and Sandman run for it. Meet up with us later!" Electro nodded and the three other's ran out the other door way. Doc Ock made a move towards that direction but Electro launched an electric current at him. Ock was knocked back into a row of machines. Otto scowled.

"You won't stop me freak!" he then threw all four of his tentacles at Electro. Electro moved his hand near a machine and electricity flowed towards him, which he made a shield out of. Otto cursed and rushed Electro. Electro smiled.

"That's not very smart Mr. Octavious." He then flung a large amount of electricity at Ock and severely electrocuted him. He was thrown on the ground but miraculously got up again. Electro took a step back. No normal human could get up after that kind of a blow. "Oh well, I guess I'll get more of a fight than I thought I would." Otto laughed an insane laugh.

"Your comments are worse than Spiderman's." He then grabbed a computer and threw it at Electro with his tentacle. Electro smiled and held up his hand. A surge of electricity flew from the machine to his hand and the machine was suspended in the air. Electro then chucked it at Otto and knocked him back. Otto then hit Electro with a hidden tentacle. Electro was thrown among the machines and then got angry.

"Now you've got me angry Mr. Octavious. And you won't like me when I'm angry!" Electro then shed his jacket and started to pulse with energy. Suddenly, his entire body was made of silver energy. He flew at Otto and punched him continuously. Otto slumped to the ground with many a bruise on his face. Electro powered down and flew the room after his masters.

About five minutes later, Otto stood back up. He was badly injured, but he wasn't about to let his only friends down. Suddenly the tentacles spoke to him.

"Otto, that's enough, you'll die if you chase him, He's much more powerful than we expected. Return to base and we'll discuss a new strategy…


	14. Chapter 15

Chapter 15

Political Maneuvering

Peter Parker walked down the hall of the Osborn mansion to speak with Norman. He was nervous about the discussion, since it could quickly turn sour. He was at Harry's house because they had just seen "Superman Returns" and they were there to chill. Peter thought this was a perfect time to put his plan into action. He walked into the room with Harry and saw Norman Osborn and a blonde-haired man that Harry didn't know. Norman frowned but Peter put on his best smile.

"Hi there Mr. Osborn, I haven't seen you in ages!" Peter looked happy at Norman, who was clearly taken aback. He had been expecting confrontation.

"Well hello there Peter. What do you mean we haven't seen each other in a while?" Norman said this to test how Peter would answer.

Peter answered him in a sincere voice. "Well, I think the last time I talked to you was when I was talking to you about Gwen and her being my girlfriend about a month ago. I don't remember seeing you before then?" Norman's eyes widened. Peter actually smiled for real. Norman was taking the bait.

"Oh I remember. I'm sorry about that. I've had a lot on my mind lately. Oh, how is your health! How rude of me to not ask. Harry was in an uproar about me using all my resources to find you!" Peter looked confused.

"Well, I don't remember much actually. I remember Gwen not meeting me for a date, and then I think I went to her house, but then everything is really fuzzy… I appreciate all that you did to help." Peter said this with an actor's quality. And Norman was buying every word of it. Norman's features seemed to lighten.

"Oh my boy, don't try to remember so hard, you might hurt yourself! Actually, I don't know if you've heard but I bought the daily bugle. So now I'm your boss. Better then old Jameson right?" Peter smiled a fake smile. He hated just letting this madman sweet talk him, but he knew he had to do it.

"Oh you have no idea. I guess I should be thanking you! No wonder I haven't been getting my paycheck!" Norman laughed at this.

"Unfortunately I fired all the staff and hired new ones, but you're not out of a job yet. I need a personal photographer for the election, and I think you're the perfect one!"

Peter was stunned. This man was so evil that he fired all of the people like Robbie and Betty, who had put there whole, lives into that paper. He even felt bad for old Jameson, that paper had been his life. But Peter had to stop this man, and this job would give him the means. "I'd love the job Mr. Osborn, I mean boss! When do I start?" Norman smiled a sinister smile.

"Excellent Peter. You'll be a great addition to the staff. I won't be able to direct you personally, but you will be under this man, Edward Brock." The man held out his hand.

"Please, call me Eddie. It's much less formal that way. As Mr. Osborn's official photographer, you're going to need to get lots of good shots of him. I'm sure you're up to the challenge. Right Peter?" Peter didn't like this guy all ready. He smiled another fake smile.

"Of course. You just tell me what to do and I'll do it." Norman smiled.

"That's what I like to hear. Peter, could you please excuse me and Eddie, we have much to discuss. I'll call you when we need you." Peter nodded and left the room, pretty happy with how things had just gone. He ran home to tell Ben, Gwen, and George the development. Back in the room, Norman spoke to Eddie.

"Eddie, make sure any of Peter's assignments are no where near my plans with Senator Lang." Eddie nodded and wrote it down in his pompilot. "He can't interfere with any of my plans. Also, what is the status on Mr. Gargan's new suit?" Eddie looked up.

"It's already on him. He seems to like it. I'm still amazed you were able to influence all these events into your plan. And it's very fortunate Peter doesn't remember your identity." Norman smiled.

"It is indeed Mr. Brock. I think Spiderman will find it hard to stop me when he will be actually doing all my work for me. If I play it right, I could have all my enemies destroy each other before any of them can finish there plans…"

Peter's house

Aunt May was out shopping while Peter, Gwen, Ben, and George planned their next moves. Peter just had finished telling them how he had a new job and George had started telling his developments.

"I just started a more detailed investigation of Octavious and Gargan, since they just broke out of prison. All of my forces are on catching those two. With them being the focus of the entire department, we should be able to find one of the breadcrumbs Osborn left behind. And I wonder how much Eddie Brock knows?" Peter shrugged.

"I couldn't really get much of a feel for Brock. He seemed innocent, but he had this creepiness to him. He also seemed to have something to hide. I don't know what to do about him."

Ben's eyes widened. "Peter, I wonder. Do you think you could call Osborn right know? I think I have a plan. If you can convince him to hire me as his security director, we'll have two people on the inside. Plus, I can pretend to not know your identity, so we can pick up different info at different times." Peter smiled at his Uncle. He picked up the phone and called Osborn.

"Mr. Osborn? Hi this is Peter Parker. I know this is kind of out of the blue, but I really need your help. My Uncle has been out of a job since the hospital burned down, and he was in the army, so I wondered. Could you hire him somewhere? Like in a security position? Yes it's Ben Parker. Really? You already ran a check on him? That fast, wow. You will! Why thank you! I tell him to come to work with me on Monday. Oh thank you Mr. Osborn! You won't regret this!" Peter then hung up the phone.

"Uncle Ben, you are officially the head of security for the Osborn administration." Ben smiled and hugged Peter. "Now we all have a way to keep tabs on Osborn!" said Peter. Both George and Ben looked at him and then at Gwen.

"Wait, what job is Gwen doing?" said George confused.

Gwen smiled. "I am the secretary of the official photographer of Mr. Osborn." She smiled and kissed Peter. Ben smiled.

"If you get a secretary, then I most definitely get a secretary!" they all started to laugh as the day turned to night…

Hidden facility

Miles Warren was amazed as he saw the genetic makeup of Electro and Sandman. He could use the type of genetic manipulation to clone Spiderman. He walked over to Justin Hammer.

"Justin, I need two specific pieces of machinery to start the process. Send Electro and Sandman to retrieve the first at Stark Aerospace." Justin nodded and told this to his two super soldiers. They nodded back and were off to get the part.

"Miles, are we just going to inject the symbiote into the clone? Or wait and then bond it with him?" Warren looked at Justin while he said this.

"I am going to attach it to his blood. That way he will be born with powers and the more he doesn't use them, the more the symbiote is restricted to him. SO as long as he doesn't use them in a large amount of physical stress, then we should be fine and 58 will never see the light of day…"

Oscorp tower

Peter was sitting at his desk while working on pictures when he saw out of the corner of his eye a building's window being smashed open with sand across the street. He saw that no one was looking and opened the window. He suited up and leaped to the building threw the now broken window.

Sandman turned to see Spiderman enter the window he had just broken. Spiderman stood up and looked Flint in the eye.

"Your not going to escape this time Sandman, I won't let you!" Peter then leaped at Flint and punched him so fast he didn't have time to dodge. Flint went crashing backwards and hit a wall. Flint smiled.

"So, you can actually fight now? Let's see if you can survive without a little red head to save you!" Flint then turned his hand into a mace and smashed Peter across the hall. Peter quickly flipped back to his feet and launched web balls at Sandman. Sandman turned to sand mode and the balls flew threw him. He rushed Peter and started to cover him, and attempted to suffocate him.

Peter had prepared for this attack as Sandman had used it before. So he used the strategy Uncle Ben had advised. He shot his webs so they formed a shield and protected him from the sand. He managed to stand as Sandman raged at his shield. He slowly walked forward with Flint impacting his web. Peter used the last of his strength to push Flint of his web and Sandman reformed on the ground looking exhausted. Peter ran at him and landed a series of powerful punches on the now solid meta-human. Flint fell backwards with no energy yet. Spiderman had won. He slowly got up and walked over to grab Flint and bring him to the police. He got about four feet away but was launched to the end of the room by a burst of lightning. He hit the wall and fainted out of exhaustion. The last scene he saw was Electro picking up the machine and Sandman getting up…

Peter awoke twenty minutes later with George Stacy above him lifting him. George looked at him and asked, "What happened son?"

Peter stood up and told him the story. George sighed. "So you managed to beat Sandman though? At least it's a start. I'll try to find out why they would have wanted this machine. It's weird, first a bank robbery without trying to steal money and then a random piece of machinery. You get home and tell this to your Uncle Ben." Peter nodded and swung out of the window and to home.

Ben heard Peter explain the story and he sighed. Peter was going through so much stress now that it wasn't fair. How come a fifteen year old boy was stuck with this responsibility? He then heard the part about how he had beaten Sandman. Ben smiled.

"Peter, you beat a super human. You should be proud. So you didn't stop the robbery, but you showed them they should fear you. This Electro guy was the reason you lost. If you face one of them one on one soon, you'll be able to beat them."

Peter smiled at Ben. "Thanks Uncle Ben. That Electro guy seemed stronger than Sandman though. I think if I work harder then I can win. Besides, I think that these guys are just a warm up compared to Osborn." Ben patted Peter on the back and he left his nephew's room.

Peter lay down and he dozed off. He opened his eyes to see he was in the Astral Plane. The symbiote was across from him as usual. Peter looked at him and smiled. "What is it now? I need my beauty sleep." The symbiote shook his head.

"Boy, do I have news for you. Ready for a costume change?"


	15. Chapter 16

Chapter 16

Evolution (Part one of two)

Peter looked at the symbiote with an inquisitive eye. "What the hell do you mean a costume change?"

The symbiote started to speak. "It's time for the two of us to permanently bond. I will actually become your bloodstream. This way we will be stronger, faster, and all that jazz." Peter looked at the symbiote with a smile. This was just the kind of thing he was waiting for.

"So with this new power, we could beat Sandman and Electro, even Norman?" The symbiote nodded.

"Don't get too excited though. If we do the merger, there is a downside. IF we go thorough with his, we will have to battle the VENOM." Peter shuddered. From what he had heard from Gwen, it was a truly terrible thing. How would he fight it?

"We would fight it here, on the Astral Plane. We will get the power upgrade directly before that, so I think we can do it. The only problem is that I don't know what will happen to the VENOM when we win, or what will happen to me if we lose."

Peter shook his head. "We have to take that chance. I'll be responsible this time, and with such a great power, we're gonna need it. Can we start the fusion now?" The symbiote nodded.

"I warn you, you won't feel the effects right off the back, they'll come gradually. Are you ready, because this may feel weird?" Peter nodded his head.

Immediately Peter woke up and felt as if his blood was swimming. He stood and clutched his arms in a vain attempt to control his shaking that had begun. He turned on the T.V. and saw that yet another technology firm was being broken in to.

"Damn! I have to go. Does the suit still work at this point?" Suddenly the suit appeared on him and he swung into the night.

Quest Aerospace

Sandman looked among the building to try and find the last piece of machinery the doctor would need to complete his experiment. Flint was still weaker than before from his battle with Spiderman that had just occurred. He looked over to see Electro also searching for the machine.

"Hey Electro, you're gonna need to fight the web-head if he shows up this time. I'm still injured from the last fight we had." Electro nodded his head.

"I will Flint. I wouldn't worry though. I gave him quite a bit of electricity; he should be out cold still at this point. And look outside. The police had been here for fifteen minutes and the wall crawler still ain't here. I wouldn't worry."

Suddenly the window above the two Meta humans crashed open and Spiderman landed in-between the two. "Honey, I'm home! Oh there you are. Did you make me some pie?" He then kicked Electro across the room. Electro stood up.

"You and your classic "I love Lucy" quotes won't stop us!" screamed Electro. He then shot massive amounts of electricity at Spiderman. Spiderman had jumped three seconds before this thanks to his spider sense. Sandman looked around yet didn't see him anywhere. He had disappeared. Electro wandered closer to Sandman.

"Where are you!" screamed Flint, not seeing the web slinger anywhere. He looked around and suddenly was launched across the room with a punch. Electro turned and launched thousands of volts of electricity but hit nothing.

Peter landed, kicked Electro and then followed up with a powerful punch. Electro went flying but his partner caught him. Electro screamed and blasted Spiderman with his electricity. Peter stood still and was sent flying by the electric current. He landed and the lightning still hit him, but he wasn't feeling anymore than a tickle. He also saw all the white on his body turn silver. He noticed that suddenly, silver raised webbing started to appear on his suit. It covered his entire body and he started to run at Electro.

Max Dillon saw Spiderman's costume suddenly change in front of is very eyes and out of the corner of his eye saw the machine the two thieves were looking for. He yelled at Flint, "Keep him busy, I have the machine!" Flint nodded and rushed to fight the new and improved Spiderman. Flint turned his arm into a mace and threw his arm at him.

Peter saw Flint's attack and grabbed the arm, causing Flint's eyes to widen. He got a better grip and started to spin around, still holding it. Flint was being spun all around until Peter let go, sending the villain out the window and onto the car of Police Captain George Stacy. George saw the now unconscious man land on his car and smiled, knowing this was Peter's doing. He then looked up and saw Electro fly out of the building with a machine. Suddenly, Peter in a stunning new costume leaped out the window and just barely missed Electro's heel, and the boy landed right next to George.

"I think my work here is done." said the teen obviously proud of his work. George patted his back.

"My boy, you just delivered us one of the city's two biggest criminals. And will get another chance on Electro, so how did you do it? And what's with the new costume. I have so many questions!"

Peter raised his hands. "I can't answer them now, I have to go. But let's just say you may find out the answers in a meeting soon. Now I have to go." Peter jumped up and started to swing towards home…

Eddie Brock had been watching the whole thing unfold the entire time. Now it was his time to get back at Spiderman. Before Norman Osborn had fired him, he had been the star reporter at the Daily Globe. But he had been fired because he couldn't get pictures of the newest hit story: Spiderman. So the guy had fired him because the Daily Bugle bought the paper. So then with no job he couldn't pay for his apartment and got evicted! Then the worst thing happened. With no money, he couldn't pay for his father's hospital bills, so he was taken off life support. All because of Spiderman! Eddie slammed his hand on the car. He had lost everything to Spiderman, his job, his apartment, even the person closest to him his father!

"It's time to expose you for the murderer you really are Spiderman! I will find you, and when I do, I'll kill you! I'll will rip the flesh from your bones and for every once of blood my father lost you'll lose a gallon!" He then saw Spiderman swing off in the distance.

"Oh no Spiderman you don't get to escape that easily!" Eddie rushed into his car and started to follow the wall crawler…

Peter was swinging home when he felt a huge pain all over is body. "Ahhhhhhh!" Peter fell off his web for a moment and then grasped it again. He tried to fire another web line but it didn't work and he felt a stronger pain. He fell off his web and this time landed on the roof of a church. He started to clutch his head as the pain got worse.

"What in Hell is going on? AH! Someone help me! The pain it's unbearable ah!" Peter fell to the ground and he began to convulse. To anyone else it looked as if he was having a seizure.

"Oh my God someone help me!" Eddie heard this cry as he parked at the church and looked up to see Peter Parker of all people convulsing with a black liquid flowing around him. Peter Parker had caused him all this pain! The boy would die! But what the hell was happening up there?"


	16. Chapter 17

Chapter 17

Evolution (2 of 2)

The pain suddenly stopped as Peter looked up to see he was in the Astral Plane. He stood up and saw a raging battle across from him. The symbiote, which looked like him in his new black and silver costume, was fighting what had to be the VENOM mode suit. For the first time Peter managed to see what the creature actually looked like, and it made him shudder.

The creature was black and about 6'6 and it had unbelievably large muscles. It had the older white spider symbol on its chest, but it spanned the creature's entire front. It had large clawed hands and for the first time Peter saw its face. It had a large face with evil eyes. The eyes were similar to Spiderman's but were larger and more ragged. The mouth was the most terrifying thing. It opened up and Peter saw rows of giant, sharp teeth. Then out came a grotesque tongue that was al least a foot long. Peter shuddered as the battle continued.

The Symbiote leaped at VENOM, but VENOM caught the symbiote's foot and flung him across the Astral Plane. The evil creature then raced after its new target. Peter ran to help but his eyes suddenly widened as he was taken to another place and another time….

Warren facility

Miles had just connected the two pieces of machinery to the main cloning generator and was ready to start to the process. This would be his second human cloning, the first that VERY successful clone for Mr. E. Miles turned to Justin.

"The cloning will begin soon. Now I need you to send Electro to steal whoever we use as the new identity's social security card, birth certificate, and drivers permit. Then I will use this box to steal the memories anyone has ever had of the person, so he will wake up thinking he had just had amnesia and never really died. He will return to family life and we will have successfully saved the world." Justin smiled.

"And we will have created a new hero that will be more dependable that Spiderman. And I'm sure they will never meet anyways. Should we provide him with information about is powers? Oh, and who is the identity we are going to use?"

"I think we will create knowledge of his powers within him, to stop him from overusing him. For 58 could bond with him much like the VENOM system on the original? I think he needs to know. And I researched recent teen deaths, and the boys name will be Ben Reilly."

Church

Eddie Brock climbed up the stairs of the church with the strength of a madman, knowing Spiderman was at his weakest on the roof. If he could just get up there he would have his chance to kill the wall crawler who had taken everything from him. "This is for my father!" screamed Eddie as he raced up the stairs once more.

Peter awoke to see himself in a lab of sorts, but he had never been in it before. Three people were working on a project, so Peter walked over to get a closer look.

"Norman, why do we have to combine the 57 with the VENOM? The 57 is pure on its own and adding that monstrosity will just dilute it! Now if 57 ever evolve then that monster and it will fight over its host! What, continue anyways! Now wait just a minute… He hung up on me! Miles, I guess we have to continue. Bond them together." Peter looked to see the man was Richard Parker, his late father.

"My father created the suit! Why didn't he tell me?" He was interrupted by a scream.

"Richard, look at the rat with the sample of 58! Look at the mouse!" Richard and Peter rushed over to see a small human like creature killing over ten lab rats with small claws. Richard's eyes widened.

"Kill the group of them with the gas, and then burn um!" yelled Richard. Miles pressed a button and gas erupted in the cage, making the crazed red mouse fall to the ground. Miles pressed another button and the box erupted in flames. Richard turned to Miles.

"It's official then. The personality profile we put into 58 has made it a homicidal killing machine. Lock it up. Never let it see the light of day. As long as I live that creature will never leave its cell." He looked at the newly bonded 57.

"Launch it into space with the shuttle. Let it fall back down. It has a good heart that creation of mine. It will look for a host that mirrors that quality. And I'm sure the person can contain the VENOM…

Parker house

Electro snuck around the empty house, looking for the area with the papers. Eventually he found the man of the houses study, and found a box labeled, "BEN". Electro opened it and found all he needed to find. He took the box and walked up the stairs to an empty room. He walked in and saw a blonde haired girl sleeping on the bed. Electro cursed under his breath. She was sleeping pretty soundly, and he didn't dare go out that window. He started backwards and left the room, and walked to the next and saw it was empty. He got to the window and flew out into the night…

Astral Plane

Peter awoke from his dream to see the two suits still battling on the Astral Plane. And the fight was still pretty one sided. Spiderman was still basically defending against VENOM. Peter then knew what he had to do. He ran to fight with Spiderman.

Peter leaped up and punched the VENOM across the Astral Plane. Peter landed right next to Spiderman. Peter looked at his alter ego.

"I think it's time we showed this guy what we can do!" Spiderman nodded and the two heroes rushed the monster. Peter leaped up and over VENOM and Spiderman took the beast head on. Both managed to land a powerful punch that VENOM wasn't ready for. The beast fell the ground and Peter leaped up and drop kicked it over the way. But the beast grabbed Spiderman flung it farther than itself had been flung. Peter chased the beast but it punched him the opposite direction.

Spiderman and Peter both ran to continue the fight but suddenly both the symbiotes started to fall to the ground. Peter saw them cover there ears as the screamed. Peter realized now was his chance. He jumped at Spiderman and joined with him, and he woke up in the real world ready to end the fight.

Warren lab

Electro returned to his masters just as Peter rejoined the real world. When he arrived he gave the information to Miles.

"Excellent. Justin, you need to start the machine now that will take the memories of young Mr. Reilly." Justin pressed a button and a wave shot out of the machine that would eventually hit all of central New York. As the information started to arrive at the computer, Miles smiled. It wouldn't be long now until they could start the actual cloning process. Miles turned to Justin.

"My friend we are on the verge of creating a new hero, one that could save the world from the people like Norman!" he finished with a smile. Suddenly the wall burst open and a man on a glider wearing a grotesque costume flew through.

"What about people like me?" shouted the Green Goblin as he pulled out a bomb and threw it at the two men. Electro quickly intercepted the bomb and threw it back as Miles pressed a button. A door opened and a chamber began to flash.

"Electro, keep him busy until we finish!" Electro nodded and flew up to meet the Goblin.

The Goblin laughed. "What, you think you can be in the big leagues now? You couldn't even kill Spiderman, which something I need about two weeks ago!" He then leaped at Electro and the battle continued.

The church

Peter got up to see that there was black ooze around him, but he was in his new suit. Suddenly the ooze took a semi-human shape and attempted to swallow Peter. He fell back and fought. He refused to give into the VENOM. He fell back and threw a piece of debris at the creature. The ooze creature batted away and continued to advance on Peter.

Peter cried out, "Get away! I refuse to be taken over by you! I will not let you hurt anyone else!" Suddenly Peter foot fell through the roof. There he saw a lit candle on the alter. He sent a web and flung the candle to his hand.

"You don't like fire do you!" said Peter. He then threw the candle at the ooze and it instantly combusted. Peter heard a scream from the creature He saw it smolder on the ground and continue to burn. Peter smiled.

"It's finally over symbiote. We did it, VENOM is dead. Let's go home." Peter then turned and got one last look at the almost destroyed symbiote. He nodded and swung away…

Eddie Brock heard an inhuman scream and looked up to see an explosion of fire. Then Spiderman swung away.

"No! He can't get away, not this time! He ran up the stairs when small black ooze hit his shoulder.

"What the hell…AHHHH!" Suddenly the ooze grew and consumed Eddie.

When it was allover, Eddie looked at his new body. He was frightened at first but only at first. Eddie smiled.

"Now we can kill Spiderman!" Eddie leaped off the building, although if Peter saw him he would have said it was VENOM.

"I'm coming for you Parker!" yelled VENOM-Eddie as he swung across the city, almost at the same area as Spiderman.

Peter continued to swing home, not knowing this would be the longest night of his life and that one of his friends would die and another would be reborn…


	17. Chapter 18

Chapter 18

Venom (1 of 3)

Gwen Stacy awoke in Peter Parker's bed with a start. Something had mad her wake up, she just didn't know what.

"Wow, I 'm beginning to sound like Peter with his spider sense stuff. Still, I have a feeling something is wrong." Gwen then looked out the window, but didn't see anything…

Peter Parker was swinging home, and if Gwen had had super sight she would have realized she was looking right at him. He did a flip in mid-air and suddenly got the feeling something was wrong. It wasn't his spider sense, just an intuition. But he knew that if something was wrong, his spider sense would have sensed it. He shuddered and decided to land.

Peter landed on a roof and looked around. He saw nothing, but still wasn't convinced he was in the clear.

"What the hell is going on? Is my spider sense going weird or something?" said Peter out loud. He turned and suddenly a massive hand grabbed Peter's head and thrust it threw the building. Peter was then thrown from the inside of the building and he hit another building.

Peter grabbed the wall with his wall-crawling ability but saw the creature leap at him. Peter flipped himself up and out of the way but it was still no use.

The creature raised his arms and smashed Peter into the building, where the creature followed. Peter tried to get a better look at his mysterious assailant, but he was grabbed again and this time the creature took his neck and held him up to a light. Peter saw for the first time the face of his attacker. It was VENOM.

"How are you still? I killed you VENOM. I burned you to the smolders on the church. There's no way you survived that?" Peter was clueless at that point, and he was already near the brink of exhaustion with his current injuries. He needed to stall for time.

The creature spoke in a terrible voice, and it hurt anyone to hear it. The voice was deep and monstrous, it was the voice one would hear in there nightmares.

"You tried to kill us. You tried to burn us on the church. You killed our father. You ruined our life, now we will ruin yours." Suddenly the head of VENOM retracted and there appeared the face of Eddie Brock. He spoke in his normal voice, yet his face looked demented.

"Before we bonded, I followed you to the church. I watched you try and kill this creature, just like you killed my father. I won't let you do it again. Now we will kill you!" The mask reappeared on Eddie and it opened it's mouth to reveal that horrid tongue. It spoke in the voice again.

"VENOM? We like that name. We will take it as our own. The spider's greatest weapon shall be used against it. For we are Venom!" Venom raised Peter higher and started to choke him.

Peter was amazed. Brock had followed him to the church and must have bonded with a small piece of VENOM. That would be so cool if it wasn't going to kill him. But to survive he had to keep Brock talking.

"What do you mean I killed your father? I did no such thing. I have never killed a man in my life!" Peter really had no idea what the crazed maniac was talking about, so this was the perfect time to ask.

Venom scowled at Peter. "I had to support my father's hospital bills. He was on life support! Since you are the reason I lost my job, I couldn't pay to keep the life support going! So they took him off and he died! It's your entire fault!" Venom then looked outside and saw a police brigade arrive on the scene. Venom smiled his gruesome smile.

"Let's go meet our guests shall we Spiderman? Maybe Peter Parker is out there too! He can take your picture! Oh wait, Peter's not going to be there is he, since he's right here!" Venom tore the mask portion of Peter's new costume off to reveal his face. Venom followed by created a noose out of webbing around Peter's neck which attached to Venom's forearm.

"Ready for your close up?" Venom asked as he carried Peter, who was kicking and screaming, over to the window. Venom threw him out the window then, and he was squirming out the window, his face exposed while he choked.

George Stacy could see the scene from below, and he turned to his brand new lieutenants, Al Daras and Frank Comet. These two policemen were George's most loyal, and they followed his orders. They also were quite fond of Spiderman, so they were just as worried when they saw the scene.

George noticed that the other Policemen were trying to put a spotlight on Peter, so he motioned to Al and Frank, and they pulled out there guns and shot out the spotlight. George looked up again, not noticing Venom was looking down at the same time.

Venom scowled. "So Spiderman, you have some friends in the police department. No matter, we'll deal with them later. For now, let's take a ride." Venom smiled evilly, and leaped down from the building, pulled Peter along as well. Venom glided down the sky, and at the last second pulled Peter under him, taking all the fall.

Peter hit the ground with a thud. He instantly felt his body snap as he hit the ground. He knew at least fifteen bones were broken. Then he felt Venom land on his back, nearly breaking it. Peter screamed in pain.

George, Frank, and Al all ran to see a grotesque creature step off of Spiderman and pick him up and hold him in front of his body. George held up his gun and his officers followed suit.

Venom scowled. "Don't you fools see? We're not the enemy, Spiderman is! He's a monster!" Venom looked around and frowned as not one of the men put down there guns.

George Stacy spoke up. "I think we all know who the monster is here sir." Venom started to scream at George.

"You will die George Stacy! I will kill you and all of your men. Later though, as I have to kill Spiderman now! Maybe then I'll kill that pretty little daughter of yours…"

"That could probably be the stupidest thing ever said Venom…" Peter said as he executed his plan.

Peter flipped out of Venom's grasp and drop-kicked him into a building. Peter ran and followed up with a barrage of powerful punches. He managed to land four or five before Venom retaliated with an even powerful one of his own.

Venom laughed. "Haven't you realized yet that I am stronger than you will ever be Spiderman?" Peter then fell back. He was exhausted. He didn't know what else he could do. HE had just given all his energy in those punches, and he didn't know what else to do. Venom knelt over Spiderman.

"Yah know what? We're not going to kill you know. We think we'll just haunt you for a while, scare the crap out of you. We think it will be fun." Venom then leaped onto the rafter.

"Maybe we'll pay Gwen a visit too eh?" Venom said these last words and escaped from sight.

Peter attempted to get up and walked out the building. He then heard a hideous laugh and looked up to see Venom on the top of the building.

"Oh, by the way Spiderman, I do have a good bye gift for you, actually, it's more for Captain Stacy." Venom then picked up an iron bar and threw it with a titan's strength and impaled the unsuspecting Captain Stacy.

"NO!" yelled Peter as he raced to the Captain. George fell to the ground as the blood seeped from his body. Peter held George in his arms as he started up cough.

"Peter, take care of Gwen. Promise me, you'll take care of Gwen…" George then laid back and died. Peter laid him down on the ground.

"No! Peter yelled as he leaped to the top of the building in search of Venom. He looked around. He didn't see Venom so he dropped to his knees and started to cry. He continued this until Al and Frank climbed up to him.

"It's alright kid. Just let it out. We'll get that sick son of a , I promise you. We'll bring him to justice. Together.

Peter got up and walked down the building with the two cops. He looked up to see Gwen sobbing over her father's dead body.

"Gwen, I'm so sorry, I tried my best to save him…" Gwen stood up and hugged Peter.

"You did what you could. But I swear to you know, I will kill whoever did this. Do you know who it was?" Peter nodded and told the whole story, starting with what the symbiote had said.

Gwen swallowed hard. "Peter, if that evil son of a ever shows his face near me or you, promise me you will kill him. I know you're against that, but you have to promise me!"

Peter looked into Gwen's eyes hard with a look she had never seen before. "I swear on my life."


	18. Chapter 19

Chapter 19

Meanwhile (Part 2 of 3 of Venom)

Gwen Stacy awoke in Peter Parker's bed with a start. Something had made her wake up, she just didn't know what.

"Wow, I 'm beginning to sound like Peter with his spider sense stuff. Still, I have a feeling something is wrong." Gwen then looked out the window, but didn't see anything…

If Gwen had had super sight, she would have seen Peter swinging home about to be brutally mangled by the monster known as Venom. But if she had had looked even beyond that she would have seen the Green Goblin engaged with Electro in combat.

Miles Warren looked up in awe as Electro and the Goblin. The two super humans were battling the sky with marvelous weapons. But he had to focus, or the clone would never be made.

"Justin, throw me the DNA sample!" yelled Miles as the battle raged over head. He had no idea if he would succeed or not, but he knew he had to try.

Norman Osborn was very angry at how things were turning out. He had suspected Spiderman to be here and have to fight both him and this nut he was fighting.

"You can never depend on teenagers these days." He said out loud while his new sleeker glider dodged electric bolts. Norman quickly grabbed a bomb out of his pouch and flung it at Electro. The Meta human dodged the bomb and blasted Norman with an electric burst of energy. Norman was hit straight on and was launched off his glider.

Norman was angry. He didn't like to fight unless it was on his terms, were he had planned the whole thing himself. Impromptu fights were most definitely not his forte.

"Oh well, that's why I have lackeys!" he yelled aloud. Suddenly Scorpion and Octavious jumped into the building and ran at Electro.

Max was not in a good place. He could handle one costumed bozo, not three. He yelled to Justin. "Sir, I can't handle all these freaks at once, I need some assistance!" Electro was blasted by a beam from Scorpion's tail after he finished yelling.

Octavious ran forward. He wouldn't fail his friends this time. He reared his tentacles up and out of one came a long needle, at least four feet long and five inches wide.

"The doctor is in!" he yelled as he lunged the tentacle at Miles. Miles fell back in fear and was prepared to die.

At the last second a large wall of sand appeared in front of Miles and protected him. Otto pulled his tentacle back and the sand formed Sandman.

Electro smiled. "How did you get out Flint? I assumed the police would keep you under the biggest prison cell they had!"

Sandman started to grow. "I don't know. All the officers were called out to a big emergency; I guess there's some monster attacking an office building!" Electro gave Sandman a weird look. The two then snapped back to battle and the scuffle continued.

Scorpion looked at the two Meta humans and was amazed. Combat had evolved so much since he was in the army. He had though before this encounter the most advanced weaponry in the world was his suit and Octavious' tentacles. Then he looked at Spiderman and these two clowns Electro and Sandman, and he realized genetic engineering was going to replace the common soldier. The thought angered him. He had lost friend in the war, and he wasn't going to allow there sacrifice go to waste just so these genetic clowns could take there place.

He screamed out loud as he rushed Electro. "You clowns are done! I am gonna kill ya right here like I killed that kid in front of Spiderman!" He then shot a powerful beam from his tail unit that knocked Electro across the hall. Sandman rushed at him to pick up the slack.

Flint sent a stream of sand from his arm and knocked Scorpion of his feet and began to suffocate him. He was still mostly solid though, so when Octavious launched him into a group of machines with his tentacle it hurt quite a bit. Scorpion got back up and saw that the two Meta humans were nowhere to be seen. So they went after there primary objective: the clone. The two marched into the next room to get the scientists.

Right after Sandman had saved his life, Miles ran with Justin into the secret room that actually contained the cloning equipment. They started the machine and looked around to make sure the shaft above them was closed securely.

They had ran into the next room and opened a secret hatch in the floor, which opened to where they actually kept the cloning equipment, including the DNA from Spiderman, 58, and hair dye to make the clone look like Ben Reilly. They also had all of Reilly's things down there as well.

"Justin, we have to start now, just in case they find the hatch. I'm sure Electro and Sandman will keep them busy as long as they can, but we do need to get started, now!"

The two started to get ready for the cloning when they heard footsteps above them. They then heard the Goblin speak.

"They clearly aren't here. Blow up the building. That way the Meta humans and all there research and equipment will be destroyed. That will also discourage them from returning. Now do it!" Justin looked to Miles with wide eyes.

"Did you hear that Miles! We are going to die! There is no way we can survive that explosion!" Miles shook his head with a smile.

"On the contrary my friend, this room is a bunker, and has all the food and shelter we will need. Even if they blow up the building, we will be safe; I'm more worried about Electro and Sandman. They know were we are, but I don't know if they can."

It was Justin's turn to smile. "Actually, Sandman should be arriving right now." Suddenly threw the vent that gave them air, a small trickle of sand started to flow threw. After a few minutes the trickle formed Sandman. Around that same time threw a light bulb a small jolt of electricity popped out and Electro formed from that. Quickly the two grabbed the door and tightened it as the world above them exploded…

The next morning

Peter prepared himself in his room for Captain Stacy's funeral. The last night had been one of the worst he would ever endure, and he even knew that. HE had been beaten senseless and one of his mentors and friends had been murdered in cold blood in front of him. He also couldn't get Venom out of his head. The evil creature had said he would haunt him. What the hell was that supposed to mean? There was a knock on his door and his Uncle Ben came in.

"Hey bud, are you going to this thing?" he asked kindly. Peter looked at him sadly.

"Not as Peter Parker I'm not. Spiderman will be there though. I think it's more important for him to be there than Peter." He said as his suit appeared over him.

Ben nodded. "How are you feeling? You were pretty banged up. Doctor Kafka had to do surgery at 2 in the morning. Are you sure you should go to this?"

"I have to do this Uncle Ben. Gwen needs someone there, and I'm the only one she has left. Her mom and dad are now dead, and I have a feeling Venom is going to show his face." He said the word "Venom" with disgust.

Ben had fear in his eyes. "Do you really think he would do that? Is he that evil? And if he does show up, what will you do?"

Peter looked at Ben with hard eyes. "Venom is the most evil thing I have ever seen and probably will ever see. He is that evil, and if he dares show his face, I will kill him right there." Ben looked at Peter with sadness and disappointment. "And don't tell me that's not right Uncle Ben, because you taught me and Ben that with great power comes great responsibility. I have great power, and Venom's death is my responsibility."

New York cemetery

Peter, in his Spiderman outfit, held Gwen's hand on that rainy afternoon. The priest, father Chris, was talking about all the wonderful things Captain Stacy had done for the city of New York. Peter had had his head bowed the whole time while Gwen cried. Peter whispered in her ear.

"Uncle Ben and Aunt May have said you're gonna live with us now. Is that all right?" She looked at him with red, teary eyes and nodded. Peter retracted his mask just enough for Gwen to see.

"I'm gonna make Venom pay Gwen, I promise. I swear that he will suffer two times as much pain as we did today." He then kissed her on the lips as she cried.

When the funeral was over, Peter walked into an alley and de-suited. He walked back out and rejoined Gwen just as a very unwelcome guest walked by.

"Gwen, I'm so sorry for your loss. Harry and I are most upset that this happened. Why, I remember when I first met Captain Stacy when you two were in grade school." Peter and Gwen looked up and saw Norman Osborn standing next to them. It took all of Peter's strength to not punch him across the cemetery now.

"Thank you for your sentiment Mr. Osborn, but Peter and I would like to be alone right now. I think we'll both be at work on Monday though." Norman smiled and left.

"Why that monster! I should murder him right now! Peter, I think we kill him now, how dare he come here! Peter, Peter are you listening?" Gwen spouted this all of as Peter stared across the cemetery.

Gwen looked and sharply inhaled as Eddie Brock waved at them from across the cemetery. He was wearing an all black suit with a white tie. Eddie put his two fingers to his eyes then to Peter, as if to say, "I'm watching you." Eddie then turned around and ran away. Peter started to run after him, but Gwen grabbed his arm.

"No Peter, I need you now. Stay with me. You'll get him later." Peter nodded and walked away with her to their car.

Hidden Bunker

Miles Warren attached the last piece of the machine together and stepped back smiling.

"Justin, let's get this thing started…"


	19. Chapter 20

Chapter 20

Venom (part 3 of 3)

Peter was walking home with Gwen about five hours after the funeral. The two had been called to work on an emergency meeting. Peter had asked what it was, but the secretary wouldn't answer.

"Peter, what could Osborn want? Does he expect us to come to work today of all days! He was at the funeral!" Gwen spouted this off with an anger that Peter had never seen.

"Gwen, we need to go. This could be were Norman announces his plan, and we need to be there when that happens. I know you're angry, but we have to hold it in for now and act like good little teenagers." Peter said this cautiously, trying to calm her down.

Gwen nodded and the two walked up to the elevator that would lead them to Norman's penthouse suite. As they reached the door the secretary chimed in, "Oh, the meeting is in Mr. Brock's room, it was called by Mr. Osborn to address Eddie." Peter looked at Gwen alarmingly and motioned for her to leave.

"Why Peter, what would that solve!" Gwen asked angrily as Peter shooed her away.

Peter leaned in to whisper to her. "I guarantee Venom's up there. He probably mimicked Norman's voice to get us up there. Call the police now while I go up."

Gwen looked frightened. "But what if it is Norman up there and the police go up there!" Peter looked at her.

"Then we'll get Osborn. Call Daras and Comet, they'll believe you. I'll turn in to Spiderman when they arrive and then they'll know I'm right." Gwen kissed him as he got in the elevator, then she ran off. Peter got in the elevator and rode up to Eddie's room.

As the door opened to the thirty-eight floor, Peter walked out and stood right outside Eddie's door. He grabbed the knob and opened the door. In front of him stood Eddie Brock. Peter immediately stepped back as Eddie started to speak.

"Hello Peter, long times no see! How's your little girl friend doing, I was planning on her being here!" Peter immediately started to suit up in preparation of the fight.

"Oh wait Peter; we have another guest joining us shortly. Oh here he is!" The elevator behind Peter opened and his Uncle Ben walked out.

"I'm here Peter what did you need to talk about?" Eddie smiled and grabbed a flag nearby and threw it edge first at Ben.

Peter saw it coming and leaped at it, grabbing the pole when it was just barely at Ben. He spinned and threw the pole back at the now transformed Venom. Peter yelled at his uncle.

"Get out of here Ben, I'll deal with him!" He turned to see Venom grab him and throw him out of the window into the skyline.

Peter flipped in the air and sent a web line to dodge Venom and grab a wall. Venom threw a punch at Peter but the teenager dodged yet again. Venom's powerful punch knocked a huge hole in the wall as Peter flew back.

Peter shot four web balls at Venom and each bounced of the behemoth as he flew at Peter threw the air. Peter let himself start to fall from the air so that Venom would miss his attack yet again.

"Parker! Let me kill you!" yelled the now berserk Venom. Venom had thought that he would be able to kill Peter quickly, and now he was homicidal with rage.

"Um, let's not?" yelled Peter, realizing he was making Venom angry. Peter realized he could somehow use that to his advantage, he just didn't know how yet.

Peter landed on a roof of an apartment and waited for Venom to land in front of him. Right when the beast landed. Peter drop kicked him square in the chest before Venom had a chance to do anything. Venom was launched off the apartment and then hit the ground with a thud. Peter looked down as Venom started to get up. Peter leaped down to keep the fight going, thinking he could snipe Venom with some quick kicks and punches. Unbeknownst to Peter Venom got up and saw him, and then the creature leaped up right to Peter, grabbed him by his legs, and threw him down twenty feet onto the concrete.

Peter hit the ground on his back and felt his old wounds scream in pain. He saw Venom land in front of him and start to advance. The people around the combatants all got out of there cars and stayed to watch. Spiderman was New York's hero and he was going to die. Peter opened his eyes which had been closed since his fall and saw the people, prepared to enter the fight to save Spiderman. He was touched, and knew he had to save them and himself, and his family. He slowly got back up.

"Venom, I can't let you win. You're a monster, a sick, twisted monster. And I will stop you. You may think you're stronger and faster and much more powerful, and you're probably right. But I will stop you here and now!" Peter was on his feet now and prepared to beat Venom, or die trying. Venom started to laugh.

"Hah! You make me laugh. You think just because these people here believe in you that you can win?" Peter looked at Venom square in the eyes as he pulled his mask off.

"That's exactly what I mean. You are just fighting for a completely false revenge. I'm fighting so that these people will survive. There is no way you can beat me!" Peter then ran at Venom and the next leg of there battle commenced.

Peter leaped in the air and threw a kick at Venom. Venom grabbed Peter's leg and swung him around, launching him into a nearby car. Peter impacted the car and started to get back up, and his spider sense kicked in. He jumped up and just narrowly dodged and incoming taxi as it rammed the car he was just leaning on. Just as he dodged it Venom leaped up and grabbed him by the neck. Venom landed again with Peter in tow and threw him to the ground, his powerful arms choking Peter.

"You thought you could beat us! We are more powerful than you will ever be! You killed our father, and we will avenge him!" The evil creature then grinned his sinister grin.

"You spawned us. You could have been the one with our power, but you had to choose righteously. Now you die!" Peter could barely breathe but then he had an idea.

"Wait Venom! You said I killed your father, and that's why you want to kill me. But if I spawned you, doesn't that make me your father? So, did I kill myself?" Venom looked at Peter with angry eyes.

"NO! You killed our father and then you spawned us… But if you killed our father, we couldn't have been spawned and you'd be dead… Could you be innocent…. We can't hurt an we are…." Venom stepped back from Peter and held his head. Peter's plan was working. They were on the bridge now, and Peter had just needed some time to confuse the creature. He looked around and saw a few wires sending out sparks, a group of overturned cards courtesy of Venom, and some now arriving Police Units, which included officers Daras and Comet. They held there guns out and Peter knew how to defeat Venom.

Peter knew this plan would have to be down flawlessly. He yelled to the policemen, "Fire on Venom now!" Officer Daras, who was rumored to be the next Captain and already the unofficial one, gave the hand sign and the bullets flew. Peter ran and grabbed a car and with all his remaining strength heaved it at Venom. The result was just as Peter could have imagined.

The car hit Venom first, and when all those bullets hit the underside of the car, a massive explosion occurred which knocked Venom into the air over the river. Peter then leaped at him and did the rest.

Venom looked up while flying back and saw Peter flying towards him. He yelled out loud, "You killed our father! You were never innocent! He then realized Peter's plan and screamed his inhuman scream.

Peter saw Venom scream and slammed one of the hanging electric wires into the creature's chest. Venom was flown back, but the wire was locked in place, electrocuting Venom. Peter then flipped of Venom's chest and looked down to the river.

Venom screamed in pain as he flailed in the air, he looked down and saw he was heading towards the river. "No!"

Peter saw Venom hit the water and then the water blast into a giant electric current. The entire city of New York flashed in a small electric jump and then the auxiliary power took over. Peter looked over the wall and saw nothing in the murky water. He noticed Daras and Comet come up behind him.

"Ya did it kid, there's no way in hell he survived that." Comet said. Peter looked at him with a hard look.

"After all I've survived these last few months, nothings impossible Comet." Daras put his hand on Peter's shoulder.

"You should be celebrating aye. Let's go get some ice cream or something aye, just likes home." Comet looked at Daras with a weird look.

"You know, you're really not from Canada, we actually went to high school together in the Bronx." Daras smiled.

"Oh, I moved here long before that aye." Comet sighed but Peter just shook his head and swung home…

When Peter arrived he walked down stairs and saw Gwen, Ben and May all gathered round the T.V. Peter ran to them and Gwen kissed him.

"Oh Peter it's so horrible!" Peter looked at her with surprised eyes.

"Oh my god May, Gwen get out now. Now!" yelled Ben as he hurried them out of the house. Peter looked around in panic.

"Ben what the hell is going on?" Peter screamed at his uncle. Ben stopped and looked at him with frightened eyes.

"Norman made his move! And you're not safe…" he was interrupted by a large stream of laser fire that erupted the house in flames, Peter instantly being knocked out….


	20. Chapter 21

Chapter 21

Desperate Rescue

Peter came to, and noticed he was tied to a pole. He tried to suit up, but the suit wouldn't come on.

"Oh damn oh damn damn damn….." Peter moaned as he realized there were about forty people in front of the stage he was tied to. He struggled, and realized he had no strength. He was just as weak as he was before he had his suit.

"Feeling a bit down Peter? Or should I say Spiderman, the state of New York's greatest threat? Anyways, my sonic emitter located directly below nullifies your powers, so it's a bit nifty." Norman Osborn walked across the stage in front of Peter in his mocking fashion.

"Peter, did you really think you and Miss Stacy's little act fooled me? The moment you too tired your little stunt, I put my plan into motion. If you didn't notice, I have complete control of New York." Peter looked around and noticed for the first time that there were about twenty 8-foot robots with around the room. He looked at the coast, since the place they were in (Peter still had no idea were) had an open roof. The coast had a bright purple barrier around it. Peter assumed that it covered all of New York. He looked at Osborn with hate.

"How, how did you do this. The election wasn't supposed to be for a few weeks…" Peter moaned in desperation

"Well, firstly, the election was just a front. You see, I have many a friend in Congress, which it seems you didn't follow very much, due to your disdain of the current administration." Peter sighed. Norman had known him since he was 6, of course he remembered his hate for politics.

"My personal senator I endorsed, Mr. Lang, managed to pass a bill yesterday that allowed a man chosen by the two senators of a state, to build any protective weapons for the states defense as part of the budget for defense." Peter still had no idea what was going on.

"Since I was the most prominent man in defense in the state most thought of needing protection from terrorists, I got around a 3 billion dollar budget and unlimited control over what projects I chose. And so when that bill was passed I unleashed these robots built my a friend of mine named Bolivar Trask, who actually is rising in the ranks of right wing politics as we speak, and that nifty shield that completely blocks New York from everywhere else on the globe." Peter's eyes widened. Norman had played everyone from Peter himself to the President.

"So now I control everything. And with your nifty little fight with Venom the other day, I managed to get everything working. Most of the police are dead, my robots roam every street, and I control all technology with a nifty virus I created. And through all that, I still first thing captured you. That was around two days ago, I lost count. And now I have done everything." Peter looked in despair at Norman.

"How could you be so evil? You've ruined countless lives across the city! I bet you were the one that killed Eddie's dad as well!" Norman smiled

"That was one of my more brilliant maneuvers personally speaking. I made the boy nearly homicidal, and then gave him a healthy way to release his anger: his hatred of you." Peter looked down in disgust.

"Face it Spiderman, you failed. You failed your cousin, Captain Stacy, your friends at the police department, Eddie, and now your family. I couldn't even find there remains in the rubble I blasted them so hard…" But Peter had stopped listening after that, because he had seen something in the crowd.

Ben Parker Jr., Peters cousin who he had seen die, was giving him the "be quit" sign from when they were kids. He motioned to his left where Peter saw Gwen standing in the crowd. Gwen gave head nod to a red head in the crowd who Peter knew all to well.

"AHHAH its Spiderman!" Mary Jane Watson screamed at the top of her lungs, knowing her part in this plan would have to save Peter's life. She looked and saw Ben leap up and transform into his variation of the suit.

Peter stood amazed for the next few seconds as Ben plan unfolded. Ben leaped up after Mary Jane screamed, and transformed into a suit, only instead of black and white it was red and blue. Norman yelled in anger as all of the robots put there arms up to fire.

Around twenty men pulled out guns right when Ben transformed and started to shoot down the robots. Peter realized it was the entire precinct of the police department, at least the ones that had survived. The robots started to fall one by one, and Peter saw that Captain Daras and Officer Comet where very much to thank.

If things weren't already in mass array and surprised, Peter noticed Harry Osborn in the crowd. He flipped down a mask covering his mouth and nose, some sort of gas mask, and leaped on one of his fathers gliders. Peter's mouth dropped as Harry flew up and chucked a bomb at Peter.

Peter screamed then realized that the bomb wasn't meant for him, it was meant to hit the sonic emitter below him. The machine exploded and Peter suited up and tried to break the restraints he had.

Gwen Stacy ran to Peter and smiled saying, "You know it would just be easier if you asked." She pressed a button and the restraints lifted and Peter kissed her. Gwen whispered to him, "We have to go."

Peter nodded and he ran for the exit along with Ben. He looked at him and Ben's mask retracted to reveal the face of his much beloved cousin, tears coming down his face.

"How!" Peter said in joy, nearly oblivious that he was being chased by three robots.

"Turn here buddy." He looked and saw Harry on his glider with a smile on his face. He was carrying Mary Jane while Peter carried Gwen. The trio of super humans turned and landed in an alley, and they hid behind a trash can. The robots landed and looked for a second and then fell away. Harry smiled.

"Alright, let's go home now. Harry grabbed protruding brick from the wall and it opened to form a passage that Harry, Mary Jane, Ben, and Gwen walked through. Peter shrugged and walked through.

When he saw what was inside it surprised him. Over a hundred New Yorkers, all with weapons, stood in the lobby of the building. When they saw that Peter had made it they all started to cheer. Peter sighed and turned to his friends.

"Wow I've been gone a long time. What the hell's going on? I got the gloating version from Norman, but I mean, what is this place? How the hell do Harry and Mary Jane know my secret! How does Harry have a glider, and most importantly how the hell, you are alive Ben!" the group smiled.

"When the house was attacked after your fight with Venom, I went straight to the police station and talked with Al. He didn't' believe the whole story, and thought I was just distraught. But then the police station was attacked and they took me and your Uncle and Aunt to this base where they had weapons and such. I guess that my dad built about a year ago for some thing with this Von Doom guy and these four people but anyways, we met here and Norman came on T.V and publicized the "execution of Spiderman" so we knew we had to do something." Gwen finished and Harry began.

"Mary Jane was staying at my house when my father made his announcement. Gwen came to us and told us everything. I wasn't spectacle the least, because we all know I hate my father. Hell he's not even my father. The only reason I live with his is because he killed his second wife A.K.A my mom and has custody. So she told us and opened the secret entrance he used. I stole his formula and glider and we went to this base." Ben picked up next.

"I woke up on the street the day Norman made his laws. The last thing I remembered before that was me saying to you, with great power comes great responsibility. So when I woke up a truck was about to run me over and the suit kicked in. I learned I had the same powers as you and tried to find you and Uncle Ben and Aunt May, but the house was destroyed. Then I saw Gwen. I remembered you to were going out and approached her. She told me I had been dead, so I don't know what was going one. She took me here. And then we rescued you." Peter hugged Ben.

"You have no idea how it feels to see you alive. I thought I was responsible for your death, and now you're not dead. This is great. But I do have one more question. So after Norman took over New York, why hasn't the army or something tried to stop him?" Harry sighed.

"Norman bombed the U.N. building right after the police station. And that shield stops everything. Missiles, bombs, everything. The government tried to send a team called "The Avengers", but even they couldn't get through. And we thought we needed you to plan any strikes on Norman. He's completely armored up the Empire State Building, made it his personal fortress. He's got hundreds of robots there and his two super lackeys Scorpion and Doc Ock. So we have to totally plan this out. And the way I figure it, you and I know the most about what were up against." Peter nodded.

"How many men do we have to use?" Peter asked, almost afraid to her the answer.

"200 strong. But against Norman's robots that nearly nothing. This is gonna need to be one hell of a plan." Ben added.

"Let's get going."


	21. Chapter 22

Chapter 22

The Plan

Peter sat a table with the blueprints for the new and Normanized Empire State Building. Harry, Gwen, Mary Jane, Ben Sr and Jr, Al Daras, and Frank Comet all were with him as he detailed his plan of attack.

"Al, who is your most, trusted man besides Frank, one who you'd trust your life with?" Peter asked the veteran police officer.

"Uh, actually it wouldn't be a man; it would be Captain Jane DeWolf, she was one of Captain Stacy's best partners back in the day." Peter nodded.

"I need her up here stat." Al nodded and ran to get her. Peter continued.

"Ms. DeWolf is going to lead every single police unit we have, except for Al and Frank. They will attack the front door, and just bash the front. Draw all the robots to them." Frank looked at Peter.

"Won't Norman realize its just diversion for you to get in? I mean, it's pretty obvious the attack is just a diversion?" Peter smiled.

"I'm counting on it. Norman wants to show the world he's superior in every way to me. He'll want a one on one fight, so I'm gonna give him one. While this diversion takes place, five officers are going to plant twenty detonators in the building. I counting that none of our officers even get inside. When these bombs go off, the robots default controls will be destroyed, so they'll be deactivated. The building will also be destroyed, and then the officers can liberate the people here." Ben Sr smiled.

"What about the core group? You know, you, Ben, Harry, Al and Frank?" Peter nodded to his Uncle.

"While the battle rages, Frank and Al will be dropped on the third floor of the building by the three supers." Supers were the term for Harry, Ben, and Peter that M.J. had come up with.

"They will then plant the bombs, and get out of there as fast as they can by going down the fire exit that's only accessible from the inside. They have the easy job."

"Once were done we'll come out and fight with Captain DeWolf aye?" Al said. Peter nodded to him. He then turned to Ben Jr and Harry.

"We have the hard part. I'm sure that Norman will have Dock Ock and Scorpion guarding him. The three of us will fight them, defeat them, and then take down Norman. During our fight I'm sure that the bombs will go off and then we get out of there. Norman won't want to end it on our terms so he'll give chase on his glider. Then it's just an aerial battle from there. Everyone get it?" They all nodded gravely to him. Peter stood up.

"Well, we attack in 8 hours, so I suggest you guys get some sleep." Peter said as the group walked away. Peter walked towards his room and slammed the door shut. He sat on his bed and sighed. He laid back and saw Eddie Brock standing in front of him.

"Hello Peter." Peter leaped up and Eddie suited up, only his suit was different then the last time. Venom stood more upright and seemed more filled out, he also had the raised webbing pattern like Peter's new suit, and the tongue was gone, although the still ferocious looking teeth were still there.

"Well Pete what do ya think? I've gotten more control over my friend here. I could make it look even more human like, but I think the teeth and huge gums are a pro. Now, I think it's time for a little pay back if you know what I mean!" Venom grabbed Peter by the neck and held him into the air. Peter looked at Eddie with sorrowing eyes.

"Eddie, you told me once you would never harm an innocent." Venom smiled his frightening toothy grin.

"Well Pete, we don't really classify you as innocent bud, so try that card against us again and we'll kill you were you stand." Peter continued after Venom's interruption.

"I may not be, but the citizens of New York are. They need me to take down Osborn! What about all the innocent people of New York!" Venom frowned at Peter.

"You're just trying to confuse us like you did last time!" Venom screamed at Peter and Peter shook his head.

"Please Venom, Eddie, whoever you are, let me take down Osborn! Once that happens, I'll immediately go to a place of your choosing and fight you! Osborn has to be taken down; you know that as well as I do! I swear on my family that I will fight you with everything I have wherever you want right after I beat Osborn! Please, do it for all the children who will lose there fathers like you lost yours!" Venom dropped Peter.

"After you beat Osborn, meet us at the church. You know which one. If you don't come, we'll kill Stacy, Watson, Osborn, and Reilly." Venom reverted back to his Eddie body in a black shirt and jeans. He stopped just short of the door.

"You better not die out there. Only I can kill you." Eddie opened the door and walked out. Peter was confused if that last comment was a threat or not. Peter stumbled out of his room to see Ben Reilly. Ben rushed to him.

"What the hell happened, you look like you just saw a ghost!" Peter grabbed his cousin's shoulder as Ben carried him back into his room. Ben laid him on his bed.

"You alright Peter? You look really out of breath! What's wrong?" Peter sat up and looked at his cousin.

"Ben, I think I just made a deal with the devil." Ben looked at Peter strangely.

"What are you talking about man? All day you've been helping us get ready for the attack, and you think you made a deal with the devil!" Peter smiled at Ben's attempt of humor.

"Nothing, just a little nervous I guess. So, do have a name yet or what? Do we have to call you "The Amazing Spider-Ben" or something stupid like that?" Peter replied.

"No, I was talking to Gwen about it earlier, and I thought up "The Scarlet Spider". What do you think?" Peter started to laugh.

"I think it's stupid, that's almost as bad as Doc Ock!" Ben smirked sarcastically as Peter.

"That's what Gwen said you'd say. She said that you thought Spiderman was stupid to." Ben replied. Peter smiled.

"That she did. Well, I could care less what you name yourself as long as you can help me stop Norman." Ben nodded solemnly.

"Peter, is it wrong of me to want to kill Scorpion? I mean, from what I here he is the one that killed me." Peter sighed.

"Ben, you have to do what you think you have to do. I didn't kill him when I got the chance, and I don't think you should either, but it's your call, so do what you need to." Ben sighed, got up and left. Peter also got up and walked into the main hall. There he saw Harry sitting my himself. He sat down by him.

"Hey Harry, how ya holding up?" Harry turned to Peter and smiled a weak smile.

"Oh you know, fine, ready to kill the man who raised me, however bad a job he did at it." Peter looked Harry.

"Listen, Harry, if you can't do this then stay here. I would never make you come with us if you didn't want to. If you can't do this, stay with MJ and Gwen, they'll need you here also." Harry turned to Peter.

"Peter, you're my best friend and have been since we were 6. I wouldn't abandon you because of blood. I would choose you over Norman any day, and that's not what I'm worried about." Peter looked at Harry puzzled. Harry sighed.

"To escape from my father with MJ and Gwen I had to take his formula, the one that gave him his powers. I know how to ride that glider thing. I'm afraid I'm going to become him… Peter punched Harry. Harry looked at Peter sadly.

"Harry, you are nothing like Norman! Not only are you not related by blood, but you are nothing like him! He's a megalomaniac who literally is trying to take over New York. You told me in 7th grade you thought he killed your mother! I know you Harry, and you would never kill someone out of anger, ever, period, and end of story." Harry smiled at his best friend.

"Thanks Pete, I needed that. I will come with you tonight, and stop Norman." Peter smiled and Harry got up to get ready. Peter stayed seated and started to think to himself but was interrupted minutes later.

"Nice speech there tiger." Peter turned to see the girl he had lusted after since 3rd grade, Mary Jane Watson. Of course now he loved Gwen, but Mary Jane was still his friend, and besides, Mary Jane would never love him anyways.

"Yah, I'm feeling very generalist today." They both laughed and Mary Jane looked at him.

"You know, I think I knew you were Spiderman the whole time. It was just in the back of my mind, and then when I fought with you against Sandman and you knew my name, I think I just knew. And then Gwen told us and all this started…" Peter smiled.

"MJ, we've been friends longer than anyone here, and I just want you to know, that I'll be thinking of you when were out there. Please, keep Gwen sane while this happens." MJ smiled, but inside her heart dropped.

"He loves Gwen…." She said to herself. What was she thinking that she could steal Peter on the biggest night of his life? What a fool she'd been, just like her father had said. She smiled at Peter.

"Of course I will Peter. You just keep your mind on what's important, and stop Norman. Gwen and I will hold down the fort here." And with that she left.

Peter was confused. MJ had left so abruptly. Had he said something wrong? Peter sighed and continued to think about Eddie.

"I had to have made that deal. There was no way around it. Why am I letting it bother me so much! I beat him before I can do it again. I have to keep my mind on what's important right now…." Peter looked up and saw from when he had first talked to Venom till now it was twenty till the time of the attack. The police were already being briefed by Jean DeWolf. He had just spent 15 minutes thinking about Venom.

"Hey handsome." Peter turned to see Gwen standing there over him. He smiled at her.

"Hey to you too." Gwen sat down next to him. She looked at him with a mix of pity and sadness.

"You're driving yourself to death Peter Parker. What are you thinking about! It certainly isn't the attack tonight. I would be nervous, but you're the type of person who wouldn't think about. You'd…." Peter stood up and kissed her hard. He stopped and walked towards the door, as the clock struck 9, the time of the attack was at hand. Gwen started to cry as Peter, Ben, and Harry, kids she'd known since kindergarten, walked toward the exit like soldiers. MJ walked towards her and put her arm around her as the two Spiderman suited up and Harry stepped on his glider……


	22. Chapter 23

Chapter 23

The Battle Begins

Tony Stark's mansion

Four men sat in the sitting room of Stark Mansion with wine in there hand. There was a grave look on all there faces. Finally, a black haired man spoke.

"Men, we did all we could. Nothing can get past that shield. And Steve, you need to stop beating yourself up about this. Parker escaped, so there's still a chance to save the city." Steve looked at the man.

"Tony, how can you stay that? You're leaving the safety of one of the world's biggest cities in the hands of a teenager!" Another man in the room with blonde hair and blue eyes, who was clearly from Scandinavia, spoke up.

"We were charged as the Avengers to stop all threats to this world, and we are failing in one of our first missions. We must find a way in to the city. I know that Hank and his wife are working on a solution, do you have one yet?" the last comment was directed at the last man in the room.

"Janet and I tried to create a shield breaker but it was too unstable. I even had to consult that Richards's guy, he and his team are working on a solution as well, but it seems Osborn's plan is full proof." Steve looked at the man.

"Hank, is there anything we can do? We can't just sit here and do nothing! And I'm sure that that Parker kid is gonna try something stupid and get himself killed." As they spoke an older man walked in the room.

"Mr. Stark sir, I suggest you turn on the television, I believe it has something on you should see." Tony turned to the man.

"Not now Jarvis can't you see were busy!" the old man looked angered and irritated.

"Sir, please turn on the television!"

The Baxter Building, Washington D.C

"Oh my God Reed, what are we gonna do!" Sue Storms looked to her boyfriend as he stared at the T.V. Her brother Johnny and Reed's best friend Ben Grimm also were in the room. Sue turned back to the T.V.

"And now more police militia has arrived to attack the Empire State Building, the center of power for Norman Osborn. Many of Osborn's robots have come to fight but the NYPD has taken them all down so far. But one may ask, where….

Essex Orphanage, Phoenix, Arizona

15 year old Scott Summers stared at the television as the police attacked Norman Osborn. Scott was started to get one of his headaches, but he knew he had to watch this.

"Is Spiderman? The hero of New York that was dramatically rescued yesterday is still nowhere to be found, nor are his two super human counterparts. We ask again, where is Spiderman?" Scott scowled.

"Where do you think he is? It's obvious that he's infiltrated the building by another route with the other two. But wouldn't Norman realize that? Unless Spiderman wanted that result…."

New York City

Captain Jean DeWolfe ordered another strike by her men. "Take that machine down!" A former S.W.A.T unit of hers pulled out his rocked launcher, and while being supported by another unit, fired a blast that ripped the machined in two.

"Good work men. Here come three more! Brisco, take three men and take um' down! Fontana, get some S.W.A.T's and fire at will! Let's keep going men they need more time!" Jean looked up and saw nothing, but knew that five other's had a job so much more important then hers that it made her shudder. She looked and saw another of her men go down.

"Damn it! DeFalco, get some help down there! Sutherland, I want reinforcements on the left side now! Frank, Cardenas, Yost, I want that wall down. Go! Spiderman, you better hurry yourself up man…"

Peter swung up the wall as the chaos below ensued. He looked to Al Daras, the man he was carrying, and landed outside a three floor window.

"Al, you know your part right? We're dropping you and Frank of here, and you need to plant these charges!" Daras nodded and Peter punched through the window.

"Go man! We'll make a huge entrance above and draw all the attention. You just do your job." Al nodded as he and Frank ran through the window into an abandoned office. The duo of police officers ran through the building as the remaining three men scaled even further up, till they eventually reached the second highest floor.

"Ready for this guys?" Peter said as he turned to Harry and Ben. The duo nodded and the Peter swung threw the window into a group of nearly a dozen battle robots.

"I got this one!" Harry flew towards the robots and threw a bluish grenade that hit one of the robots and then electrocuted all of them and they fell to the ground. Peter and Ben ran behind him as Harry flew over the now collapsed robots. The three continued down the hall towards Norman.

Jean shuddered as the robots started to fire even more powerful blasts of energy at her troops. Her units had started to be diminished strongly, and now her men were huddled in a corner. Daras and Comet needed to finish there part quickly or her men were going to die. Another explosion rocked the city as a group of policemen landed on the ground dead. Her group of 200 was already down to nearly fifty, and the robots just kept coming. Jean pulled out her rifle and sniped one of the advancing robots in the head. Another quickly took its place and fired on her men. The robots were numbering in the thousands now, as they swarmed the skies like scene out of the matrix movies. The robots continued to arrive. Jean realized that she was doomed as the robots locked on to her, and then a blast of blue energy filled the sky….

Al and Frank continued to run through the building as chaos ensued below. When they finally reached the control panel they realized a very unpleasant thought.

"Uh, Frank, I think we have a problem." Frank quickly turned to Al and looked at him.

"What is it? We don't have time for this now, we need to get going!" Al tuned to Frank.

"It seems that the robots are controlled by a separate control unit that's outside the shield, so they won't be shut down by the bombs." Frank looked alarmed.

"Then what do we do! God damn, we have to get out and at least help the others fight!" Al nodded.

"Let's go then. If Norman is killed, then the robots won't have anyone to take orders from, and we'll be a step closer. So let's go help Jean and at least be a part of this mess!" Al and Frank then raced to the fire escape and joined the battle that was raging outside….

Peter, Ben, and Harry continued to run towards Norman's suite were they knew he was waiting. As they ran both Peter and Ben stopped.

"My spider sense is tingling!" Ben cried. Harry also stopped and Peter said cynically, "Your spider sense is tingling! Isn't there a better way to say it…" Peter was interrupted by the wall in front of them collapsing as Scorpion flew at them.

Scorpion now was more machine then man. His green armor covered every aspect of his body except his eyes. His hands how had large fingers with curves to climb on walls. His tail no longer had the blade on the end, instead it had a tip that looked sharp but was not a knife. Scorpion scowled and from his tail fired a laser. The beam was like lightning and it fried the wall he was aiming at. Luckily Peter had dodged and landed on the other side of Harry, leaving a face off between Ben and Gargan.

"It's payback time Mr. Gargan! Go on ahead guys, I got this clown!" Gargan snarled as Harry and Peter ran through the collapsed door. Ben and Gargan walked in a circle.

"I wanted the real Spiderman, but you'll do for a warm-up! And how the hell do you know my name!" Ben's mask retracted to reveal his face. Gargan flinched in terror. He quickly recognized him as the boy he had killed when he first met Spiderman.

"How are you alive, I, I killed you!" Ben looked at Gargan with hateful eyes.

"Ya, you did."


	23. Chapter 24

Chapter 24

Enter Avengers

Jean DeWolf flinched back as a blue power beam destroyed four advancing robots. She looked up to see another robot, but this one clad in yellow and red. He saluted Jean and said in a metallic voice,

"No need to worry miss, we'll take it from here." Jean's eyes widened as a man in a blue costume with a large red shield leaped in front of her and yelled,

"Avengers, assemble!" Jean and the other police watched in awe as the two men were joined by a Norse looking man with a very large hammer, a man that was over fifty feet tall that just seemed to grow from out of nowhere, and a woman that shrunk to the size of her hand in seconds right before her very eyes. Suddenly Al Daras and Frank Comet rushed up to her.

"What the hell Al! Why aren't these robots deactivated yet!" Al shook his head.

"Peter made a mistake; they weren't controlled from in the building. We didn't lay the bombs either for the safety of Peter, Ben, and Harry. Now, who the hell are these nuts?" The giant man smiled at the now small police captain as he bat away four robots with a mere swat of his hand.

"Why we're the Avengers! My name is Giant Man, the small little lady's my wife Wasp, the man with the hammer is Thor, the blue guy's Captain America, and then lastly but most definitely not least, Iron Man. We're here to help out Parker."

"How'd you get through the shield!" yelled Al, but Giant Man had already started to attack the other robots and wasn't listening. Suddenly lightning struck down from the sky and hit Thor's hammer, and he destroyed about thirty robots in one stroke. Frank just stood there with his jaw down. Iron Man turned to them.

"You know mates, this is much harder then it looks, and some police assistance however much it is would be greatly appreciated." Jean blushed.

"Oh yes, uh, Go Men! Take out those God Damn Machines! Move!" all the policemen snapped to attention and the battle continued to rage, although now the fight was becoming a little less lopsided.

Meanwhile, back on the 56th floor of the Empire State Building, Ben and Scorpion stood in front of each other, preparing for battle.

"There's no way your alive kid! I pumped you with so much lead it woulda killed a bull elephant!" Ben smiled.

"Oh believe me I felt it. But somehow I'm still here, and the angel of fate had delivered you to me for some sweet vengeance!" Ben leaped at Scorpion and the two grappled as they flew through a door. Ben pushed Gargan to the floor and started to punch him continuously.

Gargan was taking the brunt of these attacks, and finally pushed Ben off him. He then positioned his tail and shot a beam at Ben.

Ben's spider sense went off and he dodged the beam that was quickly followed by two more that he also efficiently dodged. He then sent two web ball that knocked Gargan backwards.

Gargan hit the ground hard and Ben was ready to stop, but then a voice in his head said, _"Let him have it! He killed you remember!" _

Ben snarled. "You're going down Gargan! I will tear you limb from limb. Gargan had started to get back up but Ben hit him across the head again.

Ben grabbed Gargan by the neck and flung into the next room with all the force he had. He was angry now, and his power was growing. A blast came from the other room but dodged it easily. Ben ran to Gargan and the now massacre continued.

Ben flip kicked Gargan to the ground and then kicked him again while he was down. Gargan pushed himself back to block Ben's next powerful kick. Gargan stepped up backwards with a look of powerful fear in his eyes.

Gargan tried to run but Ben webbed him up and threw him into another corner of the office space.

Ben ran and drop kicked Gargan down to the ground, Gargan's injury's starting to catch up with him. He tried to avoid the next attack of Ben's, but failed.

Ben kicked Gargan's head so hard that when his head hit the wood floor again, the mask he was wearing cracked to reveal his full face, witch was terrified.

Ben grabbed Gargan's neck and held him up, a crazy look in Ben's eyes.

"So how does it feel, to be the helpless one huh? You think you were so tough when you shot me, how tough are you now! Wear's your gun now!" Ben flung Gargan into a wall wear he hit with an impact.

Gargan kept his balance after the attack but then Ben ran up and roundhouse kicked him to the ground. Gargan hit the ground but then retaliated.

Gargan landed on all fours and with hit tail knocked Ben across the room back to his original position. Gargan then shot another beam that was a inch away from Ben, but he young superhero had dodged it at the last minute. Gargan snarled and ran up to Ben, only to be sent flying by a powerful kick.

"I will not let you leave this fight alive Gargan, and you know it!" Ben noticed that the angrier he got, the powerful he was. He was ready to get angry. He screamed in primal rage.

Gargan stepped back by the scream. The kid's costume was changing for God's sake! His costume was black and red and the colors seemed to swim, no pattern in sight. The face was the most terrifying thing though. It was the same color as the body, but with evil eyes and a mouth that had nothing in it. His voice hurt Gargan's ears to listen.

Ben was completely unaware of the changes that his body had just had. To him, his voice sounded fine, he was still in his Scarlet Spider getup, and Gargan was just terrified to see him. Ben continued to walk towards Gargan, and Gargan continued to scream.

Ben held up his hand and his fingers transformed into long blades. Gargan screamed even louder and Ben stabbed down into his throat, promptly shutting Gargan up and making blood spill everywhere. Gargan's spoke his last words.

"Who, who are you……." Ben smiled evilly at this fearful cry.

"I am Carnage!" Gargan's eyes blackened and he fell down dead. Carnage smiled and then fell to the floor reverting to Ben's unconscious form….

Peter and Harry ran down the corridor until Peter's spider sense went off. He dived and pushed Harry to the ground as a wall flew above them. In the rubble Doc Ock waited while laughing.

"Hey there Spiderman! How ya been?" Peter stood up and faced Ock down.

"Ock you need help. You need to go turn yourself in." Ock smiled.

"If you said this about three days ago you'd be right. I was slightly…. Demented. But now I'm cured. Mr. Osborn cured me. Hell, I was talking to robot tentacles! They're still attached to my back, but there pretty good weapons… to kill you with!" Ock threw a tentacle at Peter but the web slinger dodged it. Peter looked back and saw Harry run ahead.

"Harry don't! You can't face him alone…." Peter was interrupted because he was launched into a wall by another of Ock's tentacles. Another of them grabbed Peter's head and flung him across the room and threw a wall.

"I'm much stronger than before Spiderman. And now, it's time for me to exact my revenge on you for humiliating me in front of the world! Screw Osborn, if you your little friend don't take him down then those freaks outside will. Of course, that's if they manage to break down the new shield he activated."

Peter looked awestruck as he saw a new purple shield coat the building they were in. Even more so he was surprised to see colorful men destroying Norman's robot. His reverie was interrupted by his spider sense, which allowed him to dodge another tentacle.

"Octavious I will take you down if you don't get out of my way, so this is your last chance to just go." Peter said as he stared at Ock.

"Sorry Spiderman, but I'm afraid that I can't do that." Ock's tentacle lunged at Peter which he dodged. Peter then kicked Ock's other tentacles away, but was hit in the jaw by Octavious natural arm. Peter was knocked a few inches back only to be pummeled by Otto's other four arms. He hit a wall and sighed. This was gonna take to long…..


	24. Chapter 25

Chapter 25

The Final Battle Begins

Reed Richards was at a lab station in his penthouse of the Baxter Building overlooking the chemical compound that Osborn had used to get his powers. He then came to a sudden, yet terrifying revelation.

"Sue, guys, get over here!" He looked over to see his rocky friend Ben Grimm, aka the Thing.

"Wadda ya want Reed? Were to trying to watch the Avengers fight the robots, and let me tell ya, those costumed freaks are clobberin!" Reed sighed.

"This pertains to that Ben! I think Peter is in for a much tougher fight then he was originally prepared for. I isolated the chemical that Osborn used, and it seems it is a very powerful mutagen!" Sue and Ben looked at Reed with horror as the last member of there group, Sue's brother Johnny, looked with a confused look on his face.

"Johnny, you know all those mutants that have been on the news lately, with all the special powers? Well, Osborn is purposely mutating himself in order to have near unlimitable strength and stamina. So Spiderman is gonna have a hell of a time fighting him, literally…."

The Empire State Building

Peter slid down the wall as after he hit it. Octavious continued too walk towards him with his four tentacles menacingly. Peter was hurting, and he was worried about Harry.

"Otto! Please, don't do this! You know that what Norman is doing is wrong, so just let me go! I'll let you go on your way, won't go after you. You'll have amnesty, and I'll talk to Daras and get you cleared of your involvement. Just let me pass!"

Otto stopped after this speech and Peter confused. That rant had been a ploy to catch him off guard; he didn't think the madman would think of accepting it.

"That's actually not that bad of an offer Spiderman. I fact, I think I might hold you up on it. Osborn's a fool. He knows he can't possibly succeed in this ploy. And you seem so stuck on fighting him, fine. When he's out of the way it will make things a whole lot easier for me." Peter was stunned. Octavious stood in front of him and cocked his head, as if to gesture for Peter to go towards the door. Peter stood up and looked at Octavious.

"Thank you." He said as he walked past him. A tentacle flung up in front of him like gate. Octavious leaned in.

"This isn't over between us. I will kill you; I'm just letting you get rid of Osborn for me." Peter snapped his head to look at Octavious, and the mad doctor smiled, moved his tentacle, and walked away. Peter stood in silence for a moment as Octavious left.

Peter cursed. "How many more people am I gonna hurt with the decisions I make tonight! First Venom, now Octavious! What the hell am I doing?"

Peter's spider-sense flared at that moment and the door he was walking towards exploded in fire…

Minutes ago

"Harry don't! You can't face him alone…." Harry flew faster towards the door as Peter was cut off. He slammed through the door and found himself in a large room, with Norman Osborn on the other side.

"Harry! You finally decided to make it! I was hoping you would. I think we have a lot to discuss." Harry quickly grabbed a bomb of his belt as his step-father spoke. He held it above his head as he was about to throw it when his father spoke again.

"Oh Harry, when will you learn? If you throw that, do you really think I won't counter it somehow? Like when you were young and we played chess, don't you remember? You would try so hard, and then I would end the game in one move, destroying all the progress you had made. Let's not make this encounter similar?"

Harry put the bomb down. He stood taller. "You said we had a lot to discuss, and I agree. I want you to tell me the truth about my mother, and my real father!" Norman smiled.

"You want the truth? Fine by me. I've wanted to tell this story for years. I met your real father when we were both young, yet prosperous, businessmen. He was married to your mother, and she was pregnant with you. Your father's company was Oscorp's biggest competitor. So I figured that I should, get him out of the way. That is when I killed your father." Harry looked at Norman with hate. He knew inside that Norman had killed his father, but for the man to saw it in front of him with no emotion whatsoever made him very angry. "So, once he was dead, I played the concerned coworker card, your mother foolishly fell in love with me, and then I killed her too. I was going to kill you as an infant too, but I figured I was gonna need an heir, and you seemed the perfect choice."

"You monster!" Harry yelled as he flew a pumpkin bomb at Norman. Norman quickly dodged with clearly inhuman reflexes and rolled to dodge the explosion.

"Come on Harry! I taught you better than that! In fact, how about we see how well I trained you?" Norman quickly grabbed a display stand in a glass case that held two Japanese kantana. Norman took one and threw the other to Harry. Harry caught it and Norman drew his.

Norman charged quickly and Harry drew his sword quickly to guard. His blade intercepted Norman's, and Harry had to shift his feet almost instantly to parry Norman's next attack. To a bystander it would have looked like these two were involved in a carefully choreographed dance, but really Harry had been trained with a sword at nearly 6, and had continued lessons since. Norman was clearly a master, fighting like he lived with powerful, decisive strokes.

Harry decided it was his turn to go on the offensive. He parried another blow above his head and kicked Norman in the stomach. The hit didn't hurt Norman, but it did catch his off balance. Harry, with the aid of the Goblin formula flowing through his veins just as Norman was, and quickly took advantage of the situation.

With the split second he had he thrust his blade at his step-fathers stomach. Norman blocked and got back to his feet, but not before Harry hit him with another stroke.

Norman had almost missed Harry's last shot and was still recovering. He knew he couldn't keep up with Harry's youthful speed, especially with it being fueled with the Goblin formula. He decided to take matters into his own hands. Norman threw his sword aside but Harry kept coming.

Harry saw Norman throw his sword to the ground and decided to take his chance. He rushed Norman and swung his blade with all his strength. Norman dodged and kicked Harry into the opposite wall.

"You did well Harry. It's too bad you won't join me; I could have use for you. Oh well, know I have to kill you." Harry got up in a daze and watched his stepfather.

Norman took out a large syringe of green liquid that Harry quickly recognized as the Goblin Serum that he had taken. Except his dosage had been almost ¾ smaller. Harry laughed.

"Norman! There's no way you can live with that much Goblin Serum in you! Don't try it!" Norman started to laugh, except it changed midway from the laugh Harry had heard his whole life into a startling cackle. If Peter had been in the room at the time, he would have heard the Goblin's laugh.

Norman took the whole syringe and plunged it into his right arm. Harry took a step back in shock as Norman started to convulse. He continued to stand, but Norman was shaking and cackling. Harry then noticed the transformation beginning.

Norman was beginning to grow. His muscles were started to enlarge and he was getting taller. His pigment was also changing from the normal flesh color to green. Harry stood in horror as Normans face started to take a more reptilian look. Harry then saw the finished project.

Norman was around 8 feet tall and very muscular. He had dark green skin and a monstrous face. It looked almost like his mask he used to wear, but it was more organic looking. Norman now sported long ears and sharp teeth. His legs were covered by some sort of purple compression shorts that grew with his body. It was clear Norman had been planning this transformation. The new, hideous beast smiled at Harry.

"Well, waddaya think? Oh, wait; you haven't seen the best part yet." Norman then raised his hand a fireball was created in it.

"Oh no…" said Harry as he backed up, but it was too late. Norman threw his fireball and it hit Harry and then erupted through the door that Peter was right on the other side of.

Peter dodged the exploding door just in time and was just spared. He landed and ran in the room to see Harry lying on the ground, the room in flames, and a giant green monster laughing an all too familiar laugh…


	25. Chapter 26

Chapter 26

The Final Battle

Part One

Peter looked into the burnt out room and saw the demon standing over his friend's unmoving body. Peter's gaze moved quickly to what he realized must have been Osborn, and he shuddered.

"Norman what have you done to yourself!" cried Peter in rage. The Goblin smiled an evil toothy grin at him and replied.

"I am the final stage in human evolution. In this form I am unstoppable! You cannot stop me; I am more powerful than God himself!" Peter's spider sense flared at these words, but it was too late. Norman had already thrown another fireball and it hit Peter directly. Peter flew back in pain as the area where his suit was hit quickly evaporated, leaving Peter's flesh open.

Peter hit the wall with nearly the entire torso portion of his suit burnt off, including the mask. His left arm was still partially covered, but the suit was now more little threads and not whole. The suit quickly started to regroup as Peter ran to dodge the next fireball. Norman cackled at him.

"Oh, did you forget that your little suit doesn't like fire? Well I sure didn't!" Norman leaped at Peter with a strength that rivaled Venoms and the grappling duo slammed through a few walls until Norman threw Peter down to the floor.

Peter attempted to get up quick enough but couldn't. Norman stomped him with his large green foot and Peter started to lose consciousness…

Outside in the streets

Iron Man shot another beam through one of the last robots, and it fell through a building, which effectively leveled. Iron Man's eyes widened as out of the rubble a figure clutching his shoulder walked out. Iron Man and Al Daras ran to go see who it was.

When they reached the figure they saw that it was Ben, who was in horrible condition, blood everywhere and he was limping.

"Ben, what the hell happened in there!" cried Al as the boy fell in his arm.

"I was fighting Gargan, and I'm pretty sure he impaled himself with his own tail. I'm not totally sure what happened, I was fighting unconsciousness during the fight. When the shield was closing in on the Empire State Building I just jumped into that one. I think I fainted in there too…." Ben then slumped into Al's arms and Iron Man gazed at him.

"Al, take him to safety. We almost finished off these robots. We both know its up to Peter and Harry now." As Al carried Ben towards the medics and Iron Man flew towards the fight, neither of them saw Doc Ock slink out of the building and into an alley.

"Those damn fools will know that they haven't seen the last of me. I'll kill that damn Spiderman if it's the last thing I ever do!"

The Empire State Building

Peter felt the crushing weight of Norman's power on his back and he knew it was do or die at that instant. He went on the offensive. Peter used his spider like agility to wiggle out of under Norman's grip and then flipped up and threw a mighty punch right threw the stomach of Norman.

The attack didn't go as planned. Peter's punch hit Norman's green skin and it felt like Peter had punched a brick wall. His arm recoiled back and Norman returned the favor with a near titanic like blow to Peter's chest that sent him flying threw three walls. Peter twisted back to his feet only to barely dodge another fireball. Norman had taken the time of Peter's dodge to leap at him and throw another punishing blow at Peter. Peter dodged this one and with all his might tried crush Norman with his fists. It didn't cause any damage, and Peter realized he was beating himself. Norman responded to Peter's blow with a hard punch.

"You fool! You can't even touch me in this form! I am invincible! Now Spiderman, it's time for you to finally die." Norman held his hand open and a fireball appeared which he flung at Peter. Peter knew he didn't have any time to dodge, and the fireball hit him head-on……

If anyone had been looking at Peter's genetics at the point when the fire ball hit him, they would have been amazed. Peter had been harboring the symbiote in his body, and the black symbiote DNA molecules had co-existed with Peters red and blue DNA. This was how it was when he first got the suit. When Peter had merged with the symbiote right before destroying the VENOM mode on his suit, receiving the raised webbing suit, one chromosome of the black pair and one chromosome of the normal pair had merged together, and that was what was responsible for Peter's new powers at the point in time. However, now that Peter's entire body was being superheated, his genes mutated. The symbiote genes and the human genes now fully combined, merging the two into new black and blue strands. This was going to be responsible for Peter evolving into a new level of power…

Norman smiled on as he saw Spiderman impacted by the fireball in full force. But his smile quickly stopped when he saw Spiderman hadn't moved from his spot. He was just standing there, absolutely motionless. Norman was puzzled now. The body looked dead, but it wasn't moving. Then to Norman's fear, something started to happen.

A crack appeared on Spiderman's chest. Then more started to appear all over his body, and then suddenly there was surge through Spiderman and he shattered. Norman was taken aback and then saw what scared the living hell out of him. Underneath the broken Spiderman, there was a new one, this one wearing an all black costume, now webbing, with a large white spider on the chest, and two large, imposing white eyes. Spiderman looked up straight at Norman and said in a demanding voice, "Now it's is time for you to die Norman." Then, with lightning speed, he leaped up and kicked Norman through a wall and on the ground with enough strength to break through a semi. Peter's mask retracted to show his bloody face with a new determination on it.

"I'm done with you Norman! You take from others and you ruin lives! Look at Harry, his life has been destroyed by your actions. I am not just going to stand by and let you hurt people any longer!" As Norman started to get up Peter threw a vicious roundhouse kick that knocked him back down. Norman started to stutter as blood trickled down his face.

"How, how can you poss-possibly have so much power…." He managed to get out before Peter kicked him across the room. Peter himself was amazed at his new power, and didn't' even know how to answer Norman's question, even if he had. Peter quickly leaped to Norman, and punched him up into the air where another kick launched him through two walls only to hit the force field he had set up himself, which pushed back in to the building and onto the ground. Peter walked towards him and lifted his huge body up in the air, and yelled at him.

"Release the force field now Norman! Do it or I swear to God Almighty I will kill you right here and now!" Norman started to laugh his Goblin laugh.

"You can't kill me Parker, I'm invincible!" Peter a flung Norman across the room as the Goblin said these words. While Norman was on the ground he started to form another fireball. Peter quickly grabbed a desk that was nearby in rubble and tossed it at Norman, destroying the fireball and hitting Norman with a now on fire desk. Norman was flung back even farther and once again hit his own force field.

"Norman! You can't win this fight. Just put down the force field and surrender. If you don't you will not survive this night." Peter calmly said to Norman. Norman got back up again and rushed at Peter with a mighty roar.

Peter leaped above Norman and drop kicked him down through two floors and causing the beast immense pain. Peter leaped down after him and they continued there fight.

Harry finally managed to pull himself up from the floor after watching all of this fighting going on. He was severely burned, and he could feel himself on fire. He tried to yell out for help, but he knew no one would help him. He crawled forward a bit and took a bomb from his belt. It was a blue one, and he thought that maybe the electromagnetic pulse that would emit from it would destroy the shield. He crawled a bit farther, so he was in range of the point in the shield that Norman had hit in his battle with Peter. As he reached his position, he prayed to God and let the bomb go….

Peter managed to land two more punches as Norman hit another wall. Suddenly, there was a large blast and the red wall of energy outside the build was destroyed in a large flash. Norman looked around with fear as he fell out the wall and onto the street, where the Avengers waited. Peter leaped down after, and stood on the other side.

"Well Norman, today just isn't your day…." Peter said as all the Avengers prepared to attack….


	26. Chapter 27

Chapter 27

The Final Battle Part 2

Norman Osborn, the man that has caused Peter so much trouble in Peter's life, lay helpless in front of Peter. Peter took a step forward, but Captain America stepped in front of him.

"Peter, your work is done. We can take it from here. Tony, fire at will." Iron Man flew into the air and shot Norman with a large blue beam. Norman started to scream as the beam took effect. Norman's monstrous demeanor disappeared as he returned to his human state. He started to crawl back as the Avengers and Spiderman moved forward.

"Now, I know we're all reasonable people… Let's not be too hasty here…" the madman let out before Peter grabbed him by the throat and held him up.

"You're not getting out of this one Norman. You're never going to see the light of day again." Peter started to strengthen his grip on Norman.

"You wouldn't kill me….." Norman let off in fear as Peter glared at him with his mask down. The Avengers also started to move into position, to stop Peter if he was going to do anything drastic.

"No, I won't. I won't be like you Norman. I know that with great power comes great responsibility. And I am not going to fall into the temptation. I won't kill you, but I'm sure these folks over here know a place they can put you were you'll stay for a long, long time." Peter then threw Norman too Captain America's feet.

"Get him out of my sight. I never want to see his face again, ever." Peter said as he started to walk away. As Daras and Comet got the unconscious Osborn into some special chains created by Iron Man, Captain America grabbed his shoulder.

"Son, you did well out there today. The American Government and the President all thank you for your aid in this crisis…." Peter yelled and turned as he punched Captain America nearly two feet away on the ground. Peter continued to yell.

"Shut up! You people have no idea what it's like to lose someone! I just lost my best friend up there, and you act like its nothing. My cousin who is like a brother to me is either missing or dead and you are telling me the PRESIDENT thinks I did a good job?! Well, I have to fight the battle of my life right now and you can go tell the President to screw himself!" Peter then ran and leaped up into the dark New York sky, web slinging away. Captain America got up and Thor rushed to his aid.

"I will go get him my friend. He had no right to speak to you that way!" Captain America shook his head.

"He's a kid Thor. He's so mixed up that he doesn't know what he's doing. And maybe he's right about us being a Government group…"

The Church

Peter crashed threw a window and flipped down into the Church were Venom had been born. He looked around and saw nothing, then heard a voice.

"That was quite a fight you had with Osborn Pete. We didn't know you had it in you. You'll probably go down as the hero that saved New York. Too bad no one will ever see you again, after we get through with you." Eddie Brock jumped down from the rafters as he said this, wearing his now trademark black suit with white tie.

"I'm gonna venture a guess that you just want to end this little skirmish, because in the condition your in I'm gonna beat you senseless." Eddie said as his suit transformed into Venom mode. Peter continued to circle Eddie as his suit generated.

"What are you talking about Venom? Didn't you watch? I dominated Osborn with this new form of the suit." Venom laughed as they continued to circle.

"Don't try and lie to me Parker. I know that that was a fluke. I watched your battle, in fact, I was in the building. I sneaked in there so easy that I could have killed you and your cousin in seconds. By the way, he made it out, but you should see what he did to that Gargan character…" Venom didn't get a chance to finish because Peter leaped at his and threw a powerful punch at his hideous face. Venom counted by grabbing Peter's outstretched arm and throwing him into an unfinished wall in the broken-down church. Peter grabbed the wall and at the last second used his wall-crawling power to cling too it. His spider-sense flared as Venom leaped at him. Peter dodged by jumping up as Venom broke through the wall. Venom got up slowly and shrugged some debris off.

"So you got some new moves to do with the threads we'll give you that. But we both know that you can't beat us in a fight!" Venom then sent a web line at Peter that hit him directly in the chest, before Peter could react. Venom quickly followed up by pulled the line back and Peter flew at the monster. As Venom threw his mighty punch, Peter matched it at the last second with one of his own. The two blows hit each fighter with equal power, and the two combatants were pushed to other ends of the church.

Peter was the first to get up and he quickly leaped up into the rafters of the dark church, in order to plan his next move. Venom stood up under him, not knowing Peter's exact location and started to taunt.

"Hiding already Peter? That's not like you. Usually you take your beating and at least try to fight back. Did you finally realize you can't beat me?"

Peter quietly ran across the rafter and sent an invisible web line to another portion of the building. He then stood completely still as Venom continued.

"No witty comeback? Wow, you really have changed. This is nowhere near as fun as it used to be. Really now, just come down and die. I'm getting pretty annoyed!" Venom then leaped up and punched through a rafter. But too the evil creatures dismay Spiderman was no where in sight.

Peter quickly ran on the rafters as Venom landed back on the ground, and he spun another invisible web line. He had a plan now to turn the tides against Venom. If it worked, he might just have a chance to win this fight…

Venom let out an inhuman roar in anger. "Where are you?!" Peter looked down and noticed something peculiar at this time. Venom's long tongue was back now, and he looked more animal like with claws, very similar to what Peter had looked like when he was VENOM. Eddie had gone berserk with rage at Peter's tricks, and he wasn't sure to be proud or terrified. But he knew he had to beat Venom tonight, and this was the only way to do it. He sent out another web line, but this one made a tiny bit more noise then the others, and Venom was immediately alerted to Peter's presence.

"DIE PARKER!" screamed Venom in a rage Peter had never seen. Venom leaped up through the rafters and landed in front of Peter. The monster then shot some black webbing a Peter that quickly tied him up. Peter tried to get out of it, but it was no use.

"YOU'RE MINE NOW!" yelled Venom as he grabbed Peter and threw him down towards the attic floor. Peter hit it with a thud, but he still couldn't escape from his impromptu chains.

"Damn it!" yelled Peter as Venom jumped down to start the fight anew. Venom landed and grabbed Peter by the head.

"You won't escape me this time Parker!" yelled the monster in less of a rage. Venom threw Peter down once again with a powerful thrust then before. Peter yelled in pain as he went through the floor and fell into the actual church portion of the building.

Luckily for Peter, the fall was just enough to break the black webbing, and the wall crawler was free. His spider-sense glared like a sharp blast to the head, and Peter reacted to it by flipping up and to the right, which made him just narrowly miss Venom's incoming fist. Peter was on his feet again, and managed to land a powerful roundhouse kick on Venom, knocking the behemoth of balance.

Peter know had the momentum in the fight, and he planned on using it. Peter started on a barrage of punched, each one impacting with a more potent force then the last, with the final one flinging Venom into a wall.

Peter's spider-sense went off again and he jumped up, and this was just in time to dodge some more of Venom's new black webbing. Peter responded with a stream of web balls that each hit Venom square in the chest.

Venom screamed in anguish. This wasn't happening, how was Spiderman beating him? He turned just in time to see Spiderman's fist impact his face. The punch was so powerful that Venom fell to the ground. He wouldn't stay there for long however.

Peter once again got a warning from his spider-sense, and managed to dodge another one of Venom's tackles. But Venom was ready this time. He quickly turned 360 degrees and hit Peter with his arm, which sent the teen flying.

Peter hit the wall with a thud and quickly saw a chance to put his plan into action. He leaped up, and shot a web line back to the attic portion of the church and swung up there. He looked back to see Venom was quickly following.

When Peter got to the attic he jumped up to dodge Venoms tackle. Peter sent one more web line of invisible webbing out and turned to Venom.

"Come on Eddie! Is that the best you've got? Your daddy would be ashamed…" Venom screamed in rage and leaped at Peter with intense speed and power. Peter flipped back and saw that his plan had worked.

When Venom got about half way to Peter he was stopped midair thrashing like a fish out of water. Venom screamed and looked around for the source of this new prison. Peter stepped forward, pulled off his mask and started to speak.

"It's called my invisible webbing Venom, I hope you like it. I think it's similar to your new black webbing, except mine's a little less flashy! At that word Peter threw a nasty punch that hit Venom square in the face. Venom continued to struggle against the webbing holding him in place, roaring as he did, but it was no use. He was trapped.

"You killed a good friend of mine, and my best friend died tonight. You picked one hell of a wrong day to mess with me Brock!" Peter through another punch, just as powerful as the last, at this moment. Venom stopped thrashing for a moment, stunned from the pain it felt. For once in Venom's existence, it feared for its life.

"Face it Eddie, your trapped. There is no way in hell you're getting out of that trap. And just in case…." Peter spun more invisible webs at Venom, tying him to the ground even further. He then unleashed another punch.

"Free us Parker! We swear we will murder you and everyone you care for if you don't let us free!" screamed Venom at the top of his lungs. Peter shut him up by throwing another punch. All of these punches his in the same place, where the cheek meets the jaw, and after the force of this last one, Venom's mask degenerated into it's suit, leaving Eddies face, battered and broken, in view.

"Damn you Parker! Set us free! We'll kill you damn it, if it's the last thing we do!" Peter threw yet another punch, and this one clearly broke Eddie's jaw.

"Shut up Venom! I'm not going to let you free. I'm going to kill you. Never again will you take an innocent life!" Venom scowled at Peter as Peter hit Venom again.

"You're an idiot Parker! We never took an innocent life! The only one we killed was George Stacy, and he was aiding you! And you sure as hell aren't innocent!" Peter put his fists together and slammed Venom in the chest after that remark. Eddie started to cough up blood after that hit.

"Captain Stacy was one of the best men I have ever known, how dare you insult his memory! Now Venom, it's time for your reign of terror to end! A little compartment appeared in Peter's suit where a front pocket would be. Peter pulled out a lighter. He flicked it on and looked straight into Eddie's eyes.

"Goodbye Venom." He said as Eddie started to scream. Peter threw the lighter into Venom's chest and the symbiote instantly got ablaze. Eddie was screaming in pain as his suit burned. Peter turned and leaped out the window of the church. He knew his webbing didn't burn, so Venom would slowly burn to death. He turned to see the entire abandoned church had caught ablaze. As Peter turned to swing away, he swore he could hear one last inhuman roar that was Venom….


	27. Chapter 28

Chapter 28

A New Beginning

Peter shuddered as he heard Venom's roar turn into a human scream. He turned away from the burning building again, but he knew that he couldn't just stand here and let Eddie Brock die. He jumped back into the burning building, and tried to step through the debris and fire.

"Eddie, were are you!" He yelled into the smoke. He heard a weak voice yell back to him.

"I'm here…" Peter ran to the sound of the voice and saw a very broken Eddie Brock lying on the ground. "It left me… It's still alive…." Peter picked up Eddie as the man said these words, then he heard a chilling voice behind him.

"Do not wound what you cannot kill!" Peter turned to the voice and saw the Venom symbiote. He had created a makeshift body, with a snake-like tail, two powerful arms, and a face with Venom's toothy mouth. The creature's entire body was squirming, displaying the suits living nature. The symbiote knocked Peter aside with a powerful push that made Peter drop Eddie.

"You thought that you could kill us? We are unbeatable. We are Venom!" The creature then launched itself at Eddie Brock.

Peter saw the creature move, and with lightning reflexes he picked up a flaming board and threw it at the symbiote. The board hit Venom with only seconds to spare, igniting the creature in flame.

The symbiote screamed as the inferno that was its body tumbled and twisted. Suddenly the flame went out, and the creature stood up again.

"Do not wound what you cannot kill!" Peter took a step back. Nothing he was doing was working.

"Ya, you mentioned that earlier. Uh, I'm not sure what I'm gonna do about that…" Then Peter turned and saw Eddie lying on the ground. He didn't have much time left. "Eddie! I've got to get him out of here!" Peter jumped to grab Eddie but one of the Venom symbiotes arms grabbed him and wrapped around his body.

"No, Brock is ours! He is a part of us!" yelled the symbiote in a fury. It threw Peter across the burning church. Peter glanced around, looking for some sort of advantage to use. He couldn't find one. He raced to fight the symbiote one-on-one.

Eddie Brock saw the symbiote coming towards him. "Come back to me." He said to the symbiote with a smile on his face. He turned to Peter and smiled an evil smile. "We'll kill you yet!" Peter saw the creature begin to combine with Eddie.

"No Eddie!" yelled Peter as he raced towards Eddie and the symbiote. Whether Peter could have stopped the bonding however, he never found out. Just as Peter was two feet away from both of the beings, who were seemingly transfixed on each other, his spider-sense went off like a bomb. Against his will, his legs leaped over Eddie and the symbiote, and out a smudged up window. As he looked back screaming, the building exploded. Peter was launched by the shockwave the explosion created, and he hit the roof of a neighboring building with a thud. Peter looked on in horror as the old church collapsed onto itself in a fiery spectacle….

Peter landed at the police station where Gwen and his aunt and uncle waited for him. Officers Daras and Comet were there as well. Peter looked around as Gwen hugged him. He looked at her with a smile on his face, but saw that tears were in her eyes. His uncle also had a sullen look on his face, and his aunt's eyes were red with tears.

"What's wrong? Where are Ben and Harry?" He asked, looking around. Gwen continued to stare at him.

"Peter, Ben's gone. He talked to Al a little while ago, and then fainted. So Al put him in the ambulance. But when they opened the ambulance up, Ben was gone!" Peter stared in disbelief. He had his cousin back for one day, and now he was gone.

"What about Harry?" asked Peter, looking around frantically? He had lost his beloved cousin, he didn't believe he would lose his best friend on the same day.

"He's with me." Peter turned to see a large black man come forward. He had a eye patch on one eye and a large scar down the other. He wore a black suit and casually walked to Peter. He continued.

"My name is Nick Fury. I'm the head of SHEILD, an anti-terrorist unit that specializes in stopping meta-human threats. We have Osborn in custody. I would like to speech to you however, in private." Peter looked back. His Uncle Ben nodded to him, so he went forward with Fury into the next room.

Peter saw it was a small room with three chairs. One was already occupied by Harry, who had a glazed look on his face. Peter rushed to his friend. "Harry, you're alive!" He got to his friend, but Harry continued to just stare ahead.

"When Harry found out that Norman was still alive, he went ballistic. We had to sedate him, heavily." Peter glared at Fury.

"What do you want from us?" Peter said in a very careful voice. Fury started to pace.

"Earlier tonight you met the Avengers. They were a group of super humans that banded together to stop threats to great for say, the army or one superhero. You may have heard about how they stopped the Hulk last year. Well, they are a team that is funded by SHIELD. And I want you to join there ranks. Well, not necessarily on the Avengers team, but as a member of SHIELD that would monitor criminal activity in New York. Harry has already agreed to this proposal." Peter looked back at Harry, and didn't think that he had agreed to anything.

"What happens if I say no? Will I be left alone in peace?" Peter asked Fury. Fury shook his head.

"Kid, America can't afford vigilante meta-humans running around. If you don't join SHIELD, then you get two choices. Your first choice is to remove that costume of yours and just live your life as Peter Parker." Peter knew he couldn't take that option if he wanted to. The suit was part of him now, and every since the Goblin fight, he didn't think he could ever remove it.

"What's the other choice?" asked Peter suspiciously. Fury sighed as he sat down across from Peter.

"If you don't either give up your powers or join SHIELD, then I will send units to arrest you. They will lock you in The Raft, where I'm sending Norman Osborn right now. I'm just going to tell you now; you're either with us or against us. I've got units looking for many vigilantes in the New York area and I could use your help. But if you go vigilante on me, I'll send Harry personally to bring you in. I'm gonna give you a day to make your decision. Good day." Fury got up and so did Peter.

"By the way, all the people that used to know you were Spiderman won't remember when they wake up tomorrow. Is there anybody you want to leave remembering?" asked Fury.

Peter thought about this. He could clear all there memories about Ben and the whole battle…

"Make everybody forget except Gwen." He said finally. He would need one person to talk to. "And my Uncle Ben." He added. Fury nodded at him.

"Excellent. Meet me on 42nd street tomorrow at noon. If you don't show, I'll know that you've gone rouge. Go home to your family now; you've had a long day."

Peter nodded to him and went to help Harry up. Fury stepped in the way and shook his head.

"Sorry son, Since Norman is in custody; Harry is being looked after by the state, which means me. You'll see him soon enough." Peter gave Fury a hard look, and left to be with his family…

The Next Day

Peter woke up the next day to find that everything Fury had said was true. Everybody remembered that Spiderman and the Avengers had saved the city from Norman Osborn, but nobody remembered Peter Parker was Spiderman. He called Gwen right away and explained what had happened to her. She came over immediately and met with him and Uncle Ben.

"So you have to become like, a meta-human hunter or something! How can they make you do that!" yelled Gwen in anger.

"I don't know, but I think that they're like, brainwashing Harry or something. They're going to use him to spy on me. Or at least that's what I think they're going to do." Responded Peter.

"I think that you need to agree for now. This way you can find out what SHIELD is really planning. Work with them for a few weeks, and then see what you need to do. If you do this right, I think that you can get us some information on Ben." This hit Peter hard. His uncle was right, finding Ben was his primary mission right now.

42nd Street

Fury and Harry were standing on the sidewalk waiting. Nick turned to Harry and asked him, "So, you've known Peter forever. Will he come and join us?" Harry nodded to Fury.

"He'll do the right thing. He's been a big right thing/wrong thing guy since I've known him. Oh, there he is now." Fury turned to see Peter walking up in a black coat, which he assumed was the symbiote in disguise.

"So, have you made your decision?" Asked Fury. Peter nodded to him, causing Harry to smile.

"If it helps the city, then I suppose I should. But, there is a condition." Fury looked puzzled.

"What's that?" Fury asked.

"I want all the information you have on the disappearance of my cousin. All files, anything and everything you guys have got. We got a deal?" Fury nodded.

"Of course. I'll get the lab guys on it right away. Until then however, I think you guys should get going on your first assignment. I want you two to bring in a very powerful meta-human that Peter I think you've met before. His name is Flint Marko, but you know him as The Sandman….


End file.
